As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 333-52101
Post-Effective Amendment No. 1 to Registration No. 333-06929
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3/A
REGISTRATION STATEMENT
AND POST EFFECTIVE AMENDMENT NO. 1
UNDER THE SECURITIES ACT OF 1933
UACSC AUTO TRUSTS
(Issuer with respect to the securities)
UAC SECURITIZATION CORPORATION
(Originator of the Trusts described herein)
(Exact name of registrant as specified in its charter)
Delaware 35-1937340
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization of registrant)
9240 Bonita Beach Road, Suite 1109-A
Bonita Springs, Florida 34135
(941) 948-1850
(Address, including ZIP code, and
telephone number, including
area code, of registrant's
principal place of business)
LEEANNE W. GRAZIANI
UAC Securitization Corporation
9240 Bonita Beach Road, Suite 109-A
Bonita Springs, Florida 34135
(941) 948-1850
(Name, address, including ZIP code,
and telephone number, including
area code, of agent for service)
Copies to:
ERIC R. MOY, ESQ. RICHARD M. SCHETMAN, ESQ.
Barnes & Thornburg Cadwalader, Wickersham & Taft
11 South Meridian Street 100 Maiden Lane
Indianapolis, Indiana 46204 New York, New York 10038
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed maximum Amount of
Title of each class of Amount to be maximum offering aggregate offering registration
securities registered registered price per unit (1) price (1) fee (2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed Certificates $1,150,000,000.00 100% $1,150,000,000.00 $345,361.74
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Determined pursuant to Section 6(b) of the Securities Act. $42,295.78
previously paid in connection with $122,657,757.43 of securities remaining
under Registration No. 333-06929 at a rate of 1/29th of one percent,
$690.96 previously paid on or about May 7, 1998, and $302,375.00 paid
herewith in respect of the addtional $1,025,000,000.00 proposed to be
registered hereunder at the rate of $295 per $1,000,000.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act, upon effectiveness, this
Registration Statement shall contain a combined prospectus which also relates to
$122,657,757.43 aggregate amount of securities registered on Form S-3,
Registration No. 333-06929 (which was declared effective on July 18, 1996) for
which the fee of $42,295.78 (at a rate of 1/29th of one percent), has previously
been paid. This Registration Statement also constitutes Post-Effective Amendment
No. 1 to Registration No. 333-06929.
<PAGE>
INTRODUCTORY NOTE
This Registration Statement contains a form of Prospectus relating to the
offering of Series of Asset Backed Certificates by various UACSC Auto Trusts
created from time to time by UAC Securitization Corporation and two forms of
Prospectus Supplement relating to the offering by UACSC [year] - Auto Trust of
the particular Series of Asset Backed Certificates described therein and a
preliminary Prospectus Supplement for the proposed UACSC 1998-B Auto Trust
utilizing the auto trust structure described in the Prospectus, which
transaction which is expected to commence shortly after this registration
statement is declared effective. Each form of Prospectus Supplement relates only
to the securities described therein and is a form that may be used, among
others, by UAC Securitization Corporation to offer Asset Backed Certificates
under this Registration Statement.
I-2
<PAGE>
CROSS REFERENCE SHEET
Name and Caption in Form S-3 Caption in Prospectus
---------------------------- ---------------------
1. Foreport of the Registration
Statement and Outside Front
Cover Page of Prospectus............ Front Cover Page of Registration
Statement; Outside Front Cover Page
of Prospectus and Prospectus
Supplements
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Inside Front Page Prospectus
Supplements
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges............................. Summary of Terms (Prospectus
Supplements and Prospectuses), Risk
Factors (Prospectus Supplements and
Prospectus); Yield and Prepayment
Considerations (Prospectus
Supplement)
4. Use of Proceeds..................... Use of Proceeds (Prospectus)
5. Determination of Offering Price..... *
6. Dilution............................ *
7. Selling Security Holders............ *
8. Plan of Distribution................ Underwriting
9. Description of Securities to Be
Registered.......................... Summary of Terms (Prospectus
Supplements and Prospectus); The
Receivables Pools (Prospectus), The
Receivables Pool (Prospectus
Supplements); Description of
Certificates (Prospectus); The
Offered Certificates (Prospectus
Supplements); Certain Legal Aspects
of the Receivables (Prospectus);
Certain Federal Income Tax
Consequences (Prospectus)
10. Interests of Named Experts and
Counsel............................. Legal Opinions
11. Material Changes.................... *
12. Information with Respect to the
Registrant.......................... Union Acceptance Corporation and
Affiliates (Prospectus); The Trusts
(Prospectus); Formation of the
Trust (Prospectus Supplements);
Description of the Certificates
(Prospectus); The Offered
Certificates (Prospectus
Supplement)
13. Incorporation of Certain
Information by Reference............ Incorporation of Certain
Information by Reference
(Prospectus)
14. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities..................... See page II-2
- -------------
*Not Applicable
<PAGE>
[PROSPECTUS SUPPLEMENT FOR AUTO TRUST/PARTNERSHIP]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus supplement and the accompanying prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
Subject to completion, dated June 8, 1998
Prospectus Supplement
(To Prospectus Dated May 7, 1998)
$267,980,468.00
UACSC 1998-B Auto Trust
$44,250,000.00 ______% Class A-1 Money Market Automobile Receivable Backed
Certificates $92,750,000.00 ______% Class A-2 Automobile Receivable Backed
Certificates $39,925,000.00 ______% Class A-3 Automobile Receivable Backed
Certificates $63,025,000.00 ______% Class A-4 Automobile Receivable Backed
Certificates $28,030,468.00 ______% Class A-5 Automobile Receivable Backed
Certificates Class I Interest Only Automobile Receivable Backed Certificates
UAC Securitization Corporation
Depositor
Union Acceptance Corporation [UACSC LOGO]
Servicer
Interest at the applicable pass-through rate shown above, will be
distributed to Class A Certificateholders (as defined herein) on each
Distribution Date (as defined herein), beginning July 8, 1998. Principal will be
distributed to Class A Certificateholders on each Distribution Date in the
sequence described herein. The Class I Certificates will not receive principal
payments, but interest at the Class I Pass-Through Rate of ___% per annum on the
Notional Principal Amount (as defined herein) of the Class I Certificates on
each Distribution Date until the Notional Principal Amount has been reduced to
zero as provided herein. Each Certificate offered hereby will represent an
undivided interest in the UACSC 1998-B Auto Trust (the "Trust") to be formed by
UAC Securitization Corporation, a Delaware corporation, having its principal
office and principal place of business in Bonita Springs, Florida (the
"Depositor"). The Trust property will include an irrevocable insurance policy
guaranteeing payments of interest and principal on the Class A Certificates and
Class I Monthly Interest issued by MBIA Insurance Corporation (the "Insurer")
and a Spread Account for the benefit of the Class A Certificateholders and the
Class I Certificateholders, as well as the Insurer. Concurrently with the
issuance of the Class A Certificates and the Class I Certificates, the Trust
will issue a Class IC Automobile Receivable Backed Certificate (the "Class IC
Certificate"). The Class IC Certificate will be issued to the Depositor, and
will not be offered hereby. The Class A Certificates and the Class I
Certificates are together referred to herein as the "Offered Certificates."
Prior to their issuance there has been no market for the Offered
Certificates nor can there be any assurance that one will develop, or if it does
develop, that it will provide the holders of the Offered Certificates with
liquidity or will continue for the life of the Offered Certificates. The
Underwriters (as defined herein) intend, but are not obligated, to make a market
in the Offered Certificates.
The yield to maturity of the Class I Certificates will be sensitive to the
rate and timing of principal payments (including prepayments) on the
Receivables. Investors in the Class I Certificates should fully consider the
associated risks, including the risk that a rapid rate of principal payments
could result in the failure of such investors to recoup their initial
investments. See "Risk Factors -- Prepayment Risks Associated with the Class I
Certificates," "Yield and Prepayment Considerations" and "The Offered
Certificates -- The Class I Certificates -- Calculation of Notional Principal
Amount" herein.
Prospective investors should consider, among other things, the information
set forth under "Risk Factors" on page S-12 hereof and page 10 of the
Prospectus.
THE OFFERED CERTIFICATES DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF
UAC SECURITIZATION CORPORATION OR ANY AFFILIATE THEREOF. NEITHER THESE
SECURITIES NOR THE UNDERLYING RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=====================================================================================================
Price to Underwriting Proceeds to
Public Discounts Depositor (2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A-1 Certificate......... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Per Class A-2 Certificate......... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Per Class A-3 Certificate......... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Per Class A-4 Certificate......... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Per Class A-5 Certificate......... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Per Class I Certificate (1)....... _________% _______% __________%
- -----------------------------------------------------------------------------------------------------
Total............................. $_____________ $_____________ $_____________
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</TABLE>
(1) The Price to Public and Proceeds to Depositor are expressed as a percentage
of the Notional Principal Amount (initially $208,715,851.64), and the
Underwriting Discount is expressed as a percentage of the related Price to
Public.
(2) Before deducting expenses, estimated to be $_____________.
The Offered Certificates are offered, subject to prior sale, when, as and
if accepted by the Underwriters, and subject to approval of certain legal
matters by Cadwalader, Wickersham & Taft, counsel for the Underwriters. It is
expected that delivery of the Offered Certificates in book-entry form will be
made on or about June ___, 1998 through the facilities of The Depository Trust
Company, against payment therefor in immediately available funds.
Underwriters of the Class A Certificates
NationsBanc Montgomery Securities LLC Bear, Stearns & Co. Inc.
Underwriter of the Class I Certificates
NationsBanc Montgomery Securities LLC
The date of this Prospectus Supplement is June ___, 1998
<PAGE>
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT
THE OFFERING OF THE OFFERED CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN
THE PROSPECTUS, AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE OFFERED CERTIFICATES MAY NOT
BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS. THIS PROSPECTUS SUPPLEMENT CONTAINS INFORMATION THAT IS
SPECIFIC TO THE TRUST AND THE OFFERED CERTIFICATES AND, TO THAT EXTENT,
SUPPLEMENTS AND REPLACES THE MORE GENERAL INFORMATION PROVIDED IN THE
PROSPECTUS.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED
CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------
Until 90 days after the date of this Prospectus Supplement, all dealers
effecting transactions in the Offered Certificates, whether or not participating
in this distribution, may be required to deliver this Prospectus Supplement and
the Prospectus. This is in addition to the obligation of dealers to deliver this
Prospectus Supplement and the Prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
----------
REPORTS TO CERTIFICATEHOLDERS
Unless and until definitive certificates are issued (which will occur
only under the limited circumstances described herein), Harris Trust and Savings
Bank, as Trustee, will provide to Cede & Co., the nominee of The Depository
Trust Company, as registered holder of the Offered Certificates, monthly and
annual statements concerning the Trust and the Offered Certificates. Such
statements will not constitute financial statements prepared in accordance with
generally accepted accounting principles. A copy of the most recent monthly or
annual statement concerning the Trust and the Offered Certificates may be
obtained by contacting the Servicer at Union Acceptance Corporation, 250 North
Shadeland Avenue, Indianapolis, Indiana 46219 (telephone (317) 231-2717).
<PAGE>
SUMMARY OF TERMS
This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus Supplement and the
Prospectus. Certain capitalized terms used in this Summary are defined elsewhere
in this Prospectus Supplement on the pages indicated in the "Index of Principal
Terms" or, to the extent not defined herein, have the meanings assigned to such
terms in the Prospectus.
Issuer ..................................UACSC 1998-B Auto Trust (the "Trust").
Depositor.................................UAC Securitization Corporation (the
"Depositor").
Servicer .................................Union Acceptance Corporation (in its
capacity as servicer, the "Servicer,"
otherwise "UAC").
Trustee .................................Harris Trust and Savings Bank.
The Certificates ........................The Trust will be formed and will
issue the Certificates on or about
June ___, 1998 (the "Closing Date")
pursuant to a pooling and servicing
agreement (the "Pooling and Servicing
Agreement"). The "Certificates" will
consist of: (i) _______% Class A-1
Money Market Automobile Receivable
Backed Certificates in the aggregate
principal amount of $44,250,000.00
(the "Class A-1 Certificates"); (ii)
_____% Class A-2 Automobile Receivable
Backed Certificates in the aggregate
principal amount of $92,750,000.00
(the "Class A-2 Certificates"); (iii)
_____% Class A-3 Automobile Receivable
Backed Certificates in the aggregate
principal amount of $39,925,000.00
(the "Class A-3 Certificates"); (iv)
___% Class A-4 Automobile Receivable
Backed Certificates in the aggregate
principal amount of $63,025,000.00
(the "Class A-4 Certificates"); (v)
____% Class A-5 Automobile Receivable
Backed Certificates in the aggregate
principal amount of $28,030,468.00
(the "Class A-5 Certificates" and
together with the Class A-1
Certificates, the Class A-2
Certificates, the Class A-3
Certificates and the Class A-4
Certificates, the "Class A
Certificates"); (vi) the Class I
Interest Only Automobile Receivable
Backed Certificates (the "Class I
Certificates") and (vii) the Class IC
Automobile Receivable Backed
Certificate (the "Class IC
Certificate"). The Class I
Certificates are interest only
certificates and will not receive
distributions of principal. The Class
IC Certificate will be issued to the
Depositor on the Closing Date and is
not being offered hereby. The Class A
Certificates and the Class I
Certificates are referred to herein as
the "Offered Certificates."
<PAGE>
Each of the Certificates will
represent a fractional undivided
interest in the Trust. The Trust
assets will include a pool of simple
and precomputed interest installment
sale and installment loan contracts
originated in various states in the
United States of America, secured by
new and used automobiles, light trucks
and vans (the "Receivables"), certain
monies due thereunder as of and after
May 31, 1998 (the "Cutoff Date"),
security interests in the related
vehicles financed thereby (the
"Financed Vehicles"), monies on
deposit in the Certificate Account and
the proceeds thereof, any proceeds
from claims on certain insurance
policies relating to the Financed
Vehicles or the related Obligors, any
lender's single interest insurance
policy, the Spread Account (as defined
herein) for the benefit of the Class A
Certificateholders, the Class I
Certificateholders and the Insurer,
the Policy for the benefit of the
Class A Certificateholders and Class I
Certificateholders and certain rights
under the Pooling and Servicing
Agreement. Interest paid to the
Certificateholders on the first
Distribution Date will be based upon
the amount of interest accruing from
the Closing Date through the day
before the first Distribution Date and
therefore may include more or less
than a full month's interest.
The Class A Certificates ................Interest. Interest will be
distributable on the eighth calendar
day of the month, or if such day is
not a business day, on the first
business day thereafter (each, a
"Distribution Date"), beginning July
8, 1998, to holders of record as of
the last day of the calendar month
immediately preceding the calendar
month in which such Distribution Date
occurs (the "Record Date") of the
Class A Certificates (the "Class A
Certificateholders," which includes
the "Class A-1 Certificateholders,"
the "Class A-2 Certificateholders,"
the "Class A-3 Certificateholders",
the "Class A-4 Certificateholders" and
the "Class A-5 Certificateholders").
<PAGE>
Interest on the Class A-1 Certificates
will be calculated on the basis of a
360-day year and the actual number of
days from the previous Distribution
Date through the day before the
related Distribution Date or, in the
case of the first Distribution Date,
the number of days from the Closing
Date through the day before the first
Distribution Date. Interest on the
Class A-2 Certificates, the Class A-3
Certificates, the Class A-4
Certificates and the Class A-5
Certificates will be calculated on the
basis of a 360-day year consisting of
twelve 30-day months or, in the case
of the first Distribution Date, the
number of days from the Closing Date
through the day before the first
Distribution Date (assuming the month
of the Closing Date has 30 days). See
"Yield and Prepayment Considerations"
and "The Offered Certificates --
Distributions on the Offered
Certificates" herein . The amount of
interest distributable to the Class
A-1 Certificateholders on any
Distribution Date, other than the
first Distribution Date, is the
product of 1/360th of the applicable
pass-through rate of ______% for the
Class A-1 Certificates (the "Class A-1
Pass-Through Rate"), the number of
days from the previous Distribution
Date through the day before the
related Distribution Date and the
aggregate outstanding principal
balance of the Class A-1 Certificates
(the "Class A-1 Certificate Balance")
on the preceding Distribution Date
(after giving effect to all
distributions to Certificateholders on
such date).
<PAGE>
The amount of interest distributable
to the Class A-2 Certificateholders,
the Class A-3 Certificateholders and
the Class A-4 Certificateholders on
any Distribution Date, other than the
first Distribution Date, is the
product of one-twelfth of the
applicable pass-through rate of ____%
for the Class A-2 Certificates (the
"Class A-2 Pass-Through Rate"), the
applicable pass-through rate of
______% for the Class A-3 Certificates
(the "Class A-3 Pass-Through Rate")
and the applicable pass-through rate
of ______% for the Class A-4
Certificates (the "Class A-4
Pass-Through Rate") multiplied by the
aggregate outstanding principal
balance of the Class A-2 Certificates,
the Class A-3 Certificates and the
Class A-4 Certificates (respectively,
the "Class A-2 Certificate Balance,"
the "Class A-3 Certificate Balance"
and the "Class A-4 Certificate
Balance") as of the preceding
Distribution Date (after giving effect
to all distributions to
Certificateholders on such date). The
amount of interest distributable to
the Class A-5 Certificateholders on
any Distribution Date, other than the
first Distribution Date, is the
product of one-twelfth of the
applicable pass-through rate of _____%
for the Class A-5 Certificates (which
per annum rate shall be increased by
0.50% after the Clean-Up Call Date, if
required) (the "Class A-5 Pass-Through
Rate") multiplied by the aggregate
outstanding principal balance of the
Class A-5 Certificates (the "Class A-5
Certificate Balance" and together with
the Class A-1 Certificate Balance, the
Class A-2 Certificate Balance, the
Class A-3 Certificate Balance and the
Class A-4 Certificate Balance, the
"Certificate Balance" ) as of the
preceding Distribution Date (after
giving effect to all distributions to
Certificateholders on such date).
<PAGE>
Principal. On each Distribution Date,
the Trustee will distribute as
principal to the Class A
Certificateholders in a maximum
aggregate amount equal to the
Certificate Balance as of the previous
Distribution Date (after giving effect
to any distributions of Monthly
Principal required to be made on such
Distribution Date) (or, in the case of
the first Distribution Date, as of the
Closing Date) less the aggregate
outstanding principal amount of the
Receivables (the "Pool Balance") on
the last day of the immediately
preceding calendar month ("Monthly
Principal"). Monthly Principal will be
distributed sequentially to the Class
A Certificateholders in accordance
with the Principal Distribution
Sequence. For purposes of determining
Monthly Principal, the unpaid
principal balance of a Defaulted
Receivable or a Purchased Receivable
will be deemed to be zero on and after
the date such Receivable became a
Defaulted Receivable or a Purchased
Receivable.
The final scheduled Distribution Date
of the Class A-1 Certificates will be
June 8, 1999 (the "Class A-1 Final
Scheduled Distribution Date"). The
final scheduled Distribution Date of
the Class A-2 Certificates will be
October 9, 2001 (the "Class A-2 Final
Scheduled Distribution Date"). The
final scheduled Distribution Date of
the Class A-3 Certificates will be
August 8, 2002 (the "Class A-3 Final
Scheduled Distribution Date"). The
final scheduled Distribution Date of
the Class A-4 Certificates will be
February 9, 2004 (the "Class A-4 Final
Scheduled Distribution Date"). The
final scheduled Distribution Date of
the Class A-5 Certificates will be
January 9, 2006 (the "Class A-5 Final
Scheduled Distribution Date").
<PAGE>
No Monthly Principal will be
distributed (i) to the Class A-2
Certificateholders until the Class A-1
Certificate Balance has been reduced
to zero; (ii) to the Class A-3
Certificateholders until the Class A-2
Certificate Balance has been reduced
to zero; (iii) to the Class A-4
Certificateholders until the Class A-3
Certificate Balance has been reduced
to zero; and (iv) to the Class A-5
Certificateholders until the Class A-4
Certificate Balance has been reduced
to zero. Since the rate of payment of
principal of each class of Class A
Certificates depends upon the rate of
payment of principal (including
prepayments) of the Receivables, the
final distribution in respect of each
class of Class A Certificates could
occur significantly earlier than the
respective final scheduled
distribution dates. See "The Offered
Certificates -- Distributions on the
Offered Certificates" herein.
The Class I Certificates ..............Interest. The Class I Certificates are
interest only certificates which will
not be entitled to any principal
distributions. Interest will accrue on
the Notional Principal Amount (defined
below) of the Class I Certificates at
the rate of ____% per annum (the
"Class I Pass-Through Rate"). The
Notional Principal Amount represents a
designated principal component of the
Receivables, originally
$208,715,851.64 (the "Original
Notional Principal Amount").
Interest with respect to the Class I
Certificates will accrue on the basis
of a 360-day year consisting of twelve
30-day months or, in the case of the
first Distribution Date, the number of
days from the Closing Date through the
day before the first Distribution Date
(assuming the month of the Closing
Date has 30 days) divided by 30. On
each Distribution Date, the Trustee
shall distribute pro rata to holders
of Class I Certificates (the "Class I
Certificateholders") of record as of
<PAGE>
the preceding Record Date, interest at
the Class I Pass-Through Rate on the
Notional Principal Amount outstanding
on the immediately preceding
Distribution Date (after giving effect
to any reduction of the Notional
Principal Amount on such Distribution
Date) or, in the case of the first
Distribution Date, as of the Closing
Date (the "Class I Monthly Interest").
Holders of the Class I Certificates
will not be entitled to any
distributions after the Notional
Principal Amount thereof has been
reduced to zero.
Planned Amortization Feature;
Calculation of the Class I Notional
Principal Amount. The Class I
Certificates represent an
interest-only planned amortization
class. The planned amortization
feature is intended to reduce the
uncertainty to investors in the Class
I Certificates with respect to
prepayments. Because the Class I
Certificates will receive interest
based on the Notional Principal
Amount, this is accomplished by basing
the reduction in the Notional
Principal Amount on a principal
paydown schedule rather than on the
reduction in the actual principal
balances of the Receivables, as
described below. The amount which will
be paid to the Class I
Certificateholders is expected to be
derived from the excess of interest
earned on the Receivables over the
Class A Monthly Interest and the
monthly servicing fee payable to the
Servicer (the "Monthly Servicing
Fee"). Solely for the purpose of
calculating the amount payable with
respect to the Class I Certificates,
the Certificate Balance will be
divided into two principal components,
the "PAC Component" and the "Companion
Component." The sum of the PAC
Component and the Companion Component
will at all times equal the then
aggregate unpaid Certificate Balance.
The "Notional Principal Amount" of the
Class I Certificates at any time will
be equal to the principal balance of
the PAC Component as calculated based
on the allocations of principal
payments described below, originally
$208,715,851.64.
<PAGE>
The Pooling and Servicing Agreement
establishes a schedule (a "Planned
Notional Principal Amount Schedule")
which is set forth herein under "The
Offered Certificates--The Class I
Certificates-Calculation of Notional
Principal Amount." On each
Distribution Date, Monthly Principal
distributed to Class A
Certificateholders will be allocated
first to the PAC Component in an
amount up to the amount necessary to
reduce the amount thereof to the
amount specified in the Planned
Notional Principal Amount Schedule
(the "Planned Notional Principal
Amount") for such Distribution Date,
second, to the Companion Component
until the outstanding amount thereof
is reduced to zero and third, to the
PAC Component, without regard to the
Planned Notional Principal Amount. As
described above, the Notional
Principal Amount of the Class I
Certificates will be equal to the
outstanding amount of the PAC
Component and thus will be reduced as
the PAC Component is reduced.
The Planned Notional Principal Amount
Schedule has been prepared on the
basis of the assumption, among other
things, that the Receivables prepay at
a constant rate between ____% and
____% ABS, an assumed constant rate of
prepayments and the prepayment model
used in this Prospectus Supplement.
The yield to maturity of the Class I
Certificates will be sensitive to the
rate and timing of principal payments
(including prepayments) on the
Receivables and may fluctuate
significantly from time to time. If
the Receivables prepay at a constant
rate within the range assumed in
preparing the Planned Notional
Principal Amount Schedule, the PAC
Component (and the Notional Principal
Amount of the Class I Certificates)
will be reduced in accordance with the
Planned Notional Principal Amount
Schedule. If the Receivables prepay at
a constant rate higher than ___% ABS,
<PAGE>
the amount of the Companion Component
will be reduced to zero more quickly
and the amount of the PAC Component
(and the Notional Principal Amount of
the Class I Certificates) will be
reduced more quickly than provided in
the Planned Notional Principal Amount
Schedule, thereby reducing the yield
to holders of the Class I
Certificates. In general, a rapid rate
of principal prepayments (including
liquidations due to losses,
repurchases and other dispositions)
will have a material negative effect
on the yield to maturity of the Class
I Certificates.
The Planned Notional Principal Amount
Schedule is set forth herein under
"The Offered Certificates -- The Class
I Certificates -- Calculation of
Notional Principal Amount." The
Planned Notional Principal Amount
Schedule has been prepared on the
basis of certain assumptions, which
are described herein under "The
Offered Certificates -- Class I Yield
Considerations." Prospective investors
in the Class I Certificates should
fully consider the associated risks,
including the risk that a rapid rate
of prepayments could result in the
failure of investors in the Class I
Certificates to recoup their initial
investment. See "Risk Factors --
Prepayment Risks Associated with the
Class I Certificates" and "Yield and
Prepayment Considerations -- The Class
I Certificates" herein.
Subordination; Spread Account.............The Depositor will establish an
account (the "Spread Account") on the
Closing Date. On each Distribution
Date thereafter, the Servicer will
deposit into the Spread Account any
amounts remaining in the Certificate
Account after the payment on such date
of all amounts owing pursuant to the
Pooling and Servicing Agreement to the
Certificateholders (other than the
Class IC Certificateholder), the
Insurer, the Servicer for the Monthly
Servicing Fee and any permitted
reimbursement of outstanding Advances.
<PAGE>
In the event that Available Funds are
insufficient on any Distribution Date
prior to the termination of the Trust
(after payment of the Monthly
Servicing Fee) to pay Monthly
Principal and Monthly Interest to the
Class A Certificateholders and the
Class I Certificateholders, draws will
be made on the Spread Account to the
extent of the balance thereof and, if
necessary, the Policy, in the manner
and to the extent described herein.
The Spread Account is solely for the
benefit of the Class A
Certificateholders, the Class I
Certificateholders and the Insurer. In
the event the amount on deposit in the
Spread Account is zero, after giving
effect to any draws thereon for the
benefit of the Class A
Certificateholders and the Class I
Certificateholders, and there is a
default under the Policy, any
remaining losses on the Receivables
will be borne directly pro rata by all
classes of Class A Certificateholders
(to the extent of the classes or class
of Class A Certificates which are
outstanding at such time) and Class I
Certificateholders, as described
herein. Any such reduction of the
principal balance of the Receivables
due to losses on the Receivables may
also result in a reduction of the
Class I Notional Principal Amount. See
"The Offered Certificates -- Accounts"
and "-- Distributions on the Offered
Certificates" herein.
The Class A Certificates and Class I
Certificates will be senior in right
and interest to the Class IC
Certificate. The Class A
Certificateholders and the Class I
Certificateholders will have equal
rights with respect to amounts
collected on or with respect to the
Receivables and other assets of the
Trust in the event of a shortfall. The
Trustee will first withdraw funds from
the Spread Account on each
Distribution Date to the extent of any
shortfall in the Monthly Servicing
Fee, permitted reimbursements of
<PAGE>
outstanding Advances, Monthly Interest
and Monthly Principal as described
above. Any amount on deposit in the
Spread Account on any Distribution
Date in excess of the Required Spread
Amount (defined below) after all other
required deposits thereto and
withdrawals therefrom have been made,
and after payment therefrom of all
amounts due the Insurer will be
distributed to the holder of the Class
IC Certificate (the "Class IC
Certificateholder"). Any amount so
distributed to the Class IC
Certificateholder will no longer be an
asset of the Trust.
While it is intended that the amount
on deposit in the Spread Account will
grow over time, through the deposit
thereto of the excess collections, if
any, on the Receivables, to the
Required Spread Amount, there can be
no assurance that such growth will
actually occur. The "Required Spread
Amount" with respect to any
Distribution Date will equal _____% of
the initial Pool Balance. If the
average aggregate yield of the
Receivables pool in excess of losses
falls below a prescribed level set
forth in the Insurance Agreement, the
Required Spread Amount will be
increased to _____% of the Pool
Balance. Upon and during the
continuance of an Event of Default or
upon the occurrence of certain other
events described in the Insurance
Agreement generally involving a
failure of performance by the Servicer
or a material misrepresentation made
by the Servicer under the Pooling and
Servicing Agreement or the Insurance
and Reimbursement Agreement, entered
into on or before the Closing Date
among the Depositor, UAC, in its
individual capacity and as Servicer,
and the Insurer (the "Insurance
Agreement"), the Required Spread
Amount shall be equal to the Policy
Amount, as further described below.
Under certain circumstances, the
Required Spread Amount may be reduced.
See "The Offered Certificates --
Accounts" and "-- The Policy" herein.
<PAGE>
The Policy ...............................The Depositor shall obtain an
irrevocable insurance policy (the
"Policy") issued by the Insurer (as
specified below) for the benefit of
the Trustee on behalf of the Class A
Certificateholders and the Class I
Certificateholders. The Trustee shall
draw on the Policy in the event that
sufficient funds are not available
(after payment of the Monthly
Servicing Fee and after withdrawals
from the Spread Account to pay the
Class A Certificateholders and the
Class I Certificateholders on any
Distribution Date in accordance with
the Pooling and Servicing Agreement)
to distribute Monthly Interest and
Monthly Principal, up to the Policy
Amount. See "The Offered Certificates
-- The Policy."
Policy Amount.............................The term "Policy Amount" means with
respect to any Distribution Date: (x)
the sum of (A) the lesser of (i) the
Certificate Balance (after giving
effect to any distribution of
Available Funds and any funds
withdrawn from the Spread Account to
pay Monthly Principal on such
Distribution Date) and (ii) the Net
Principal Policy Amount, plus (B)
Class A Monthly Interest, plus (C)
Class I Monthly Interest, plus (D) the
Monthly Servicing Fee; less (y) all
amounts on deposit in the Spread
Account on such Distribution Date.
"Net Principal Policy Amount" means
the Certificate Balance as of the
first Distribution Date minus all
amounts previously drawn on the Policy
or from the Spread Account with
respect to Monthly Principal.
Insurer ............................... MBIA Insurance Corporation.
Legal Investment..........................The Class A-1 Certificates will be
eligible securities for purchase by
money market funds under Rule 2a-7 of
the Investment Company Act of 1940, as
amended.
<PAGE>
Optional Sale ......................... The Class IC Certificateholder has the
right to cause the Trustee to sell all
of the Receivables (referred to herein
as an "Optional Sale") as of the last
day of any Collection Period, on which
(i) the Pool Balance is equal to or
less than 10% of the initial
Certificate Balance and (ii) the
Notional Principal Amount of the Class
I Certificates will have been reduced
to zero on or before the related
Distribution Date. The purchase price
applicable to the Optional Sale shall
be equal to the fair market value of
the Receivables (but not less than the
sum of (i) 100% of the outstanding
Certificate Balance, (ii) accrued and
unpaid interest on such amount at the
weighted average note rates of the
Receivables less any payments received
but not applied to interest or
principal and (iii) any amounts due
the Insurer).
Clean-Up Call Date...................... If the Class IC Certificateholder does
not exercise its rights with respect
to the Optional Sale on the
Distribution Date on which the
Optional Sale was first permitted (the
"Clean-Up Call Date"), the Class A-5
Pass-Through Rate will be increased by
0.50% on the first Distribution Date
after the Clean-Up Call Date.
Tax Status .......................... In the opinion of special tax counsel
to the Depositor, the Trust will not
be treated as an association taxable
as a corporation or as a "publicly
traded partnership" taxable as a
corporation. The Trustee and the
Certificateholders will agree to treat
the Trust as a partnership for federal
income tax purposes, which will not be
subject to federal income tax at the
Trust level. See "Certain Federal
Income Tax Consequences" in the
Prospectus.
<PAGE>
Ratings ............................... As a condition to the issuance of the
Offered Certificates, the Class A
Certificates and the Class I
Certificates must be rated in the
highest category by Moody's Investors
Service, Inc. and Standard & Poor's
Ratings Services, a division of The
McGraw-Hill Companies, Inc. (each a
"Rating Agency" and collectively, the
"Rating Agencies"). The ratings of the
Class I Certificates do not address
the possibility that rapid rates of
principal prepayments could result in
a failure of the holders of the Class
I Certificates to fully recover their
investment. A security rating is not a
recommendation to buy, sell or hold
securities and may be subject to
revision or withdrawal at any time by
the assigning rating agency. See "Risk
Factors-- Certificate Rating."
ERISA Considerations .................. Subject to the considerations
discussed under "ERISA Considerations"
in the Prospectus, the Class A
Certificates and the Class I
Certificates may be eligible for
purchase by employee benefit plans
subject to Title I of the Employee
Retirement Income Security Act of
1974, as amended ("ERISA"). Any
benefit plan fiduciary considering the
purchase of an Offered Certificate
should, among other things, consult
with experienced legal counsel in
determining whether all required
conditions for such purchase have been
satisfied. See "ERISA Considerations"
herein and in the Prospectus.
<PAGE>
RISK FACTORS
Investors should carefully consider the information set forth below as
well as the other investment considerations described in this Prospectus
Supplement.
Limited Liquidity
There is currently no secondary market for the Offered Certificates.
The Underwriters currently intend to make a market in the Offered Certificates,
but are under no obligation to do so. There can be no assurance that a secondary
market will develop or, if one does develop, that it will provide
Certificateholders with liquidity of investment or that it will continue for the
life of the Offered Certificates.
Certificates Solely Obligations of the Trust
The Offered Certificates are interests in the Trust only and do not
represent the obligation of any other person. The Class A Certificateholders and
the Class I Certificateholders are senior in right and interest to the Class IC
Certificateholder (as described under "The Offered Certificates -- Distributions
on the Offered Certificates"). The Trustee will withdraw funds from the Spread
Account, up to the full balance of the funds on deposit in such account, only in
the event that Available Funds are insufficient in accordance with the Pooling
and Servicing Agreement to distribute Monthly Interest and Monthly Principal
(after payment of the Monthly Servicing Fee). The amount on deposit in the
Spread Account is intended to increase over time to an amount equal to the
Required Spread Amount. There is no assurance that such growth will occur or
that the balance in the Spread Account will always be sufficient to assure
payment in full of Monthly Principal and Monthly Interest. If the amount on
deposit in the Spread Account is reduced to zero after giving effect to all
amounts to be deposited to and withdrawn from the Spread Account pursuant to the
Pooling and Servicing Agreement, on any Distribution Date prior to termination
of the Trust, the Trustee will draw on the Policy, in an amount equal to the
shortfall in respect of Monthly Interest and Monthly Principal, up to the Policy
Amount. If the Spread Account is reduced to zero and there is a default under
the Policy, the Trust will depend solely on current distributions on the
Receivables to make distributions on the Offered Certificates and distributions
of interest and principal on the Offered Certificates may be made pro rata based
on the amounts to which Certificateholders of each class are entitled as set
forth under "The Offered Certificates -- Distributions on the Offered
Certificates." See "The Receivables Pool -- Delinquencies, Repossessions and Net
Losses" and "The Offered Certificates -- Accounts" and "-- Distributions on the
Offered Certificates" herein.
<PAGE>
Prepayment Risks Associated with the Class I Certificates
If the Receivables prepay at a constant rate within the range assumed
in preparing the Planned Notional Principal Amount Schedule, the PAC Component
(and the Notional Principal Amount) will be reduced in accordance with the
Planned Notional Principal Amount Schedule. If the Receivables prepay at a
constant rate higher than ___% ABS, the Notional Principal Amount will be
reduced more quickly than provided in the Planned Notional Principal Amount
Schedule, thereby reducing the yield to holders of the Class I Certificates. In
general, a rapid rate of principal prepayments will have a material negative
effect on the yield to maturity of the Class I Certificates. Prospective
investors should fully consider the associated risks, including the risk that a
rapid rate of prepayments could result in the failure of investors in the Class
I Certificates to recoup their initial investment. See "Yield and Prepayment
Considerations -- The Class I Certificates" herein.
Certificate Rating
It is a condition of issuance of the Offered Certificates that the
Class A Certificates and the Class I Certificates be rated in the highest
applicable category by the Rating Agencies. Such ratings will reflect only the
views of the relevant rating agency. There is no assurance that any such rating
will continue for any period of time or that it will not be revised or withdrawn
entirely by such rating agency if, in its judgment, circumstances so warrant. A
revision or withdrawal of such rating may have an adverse effect on the market
price of the Offered Certificates. The ratings of the Class I Certificates do
not address the possibility that rapid rates of principal prepayments could
result in a failure of the holders of the Class I Certificates to fully recover
their investment. A security rating is not a recommendation to buy, sell or hold
securities.
FORMATION OF THE TRUST
The Depositor will establish the Trust by selling and assigning the
Trust property, as described below, to the Trustee in exchange for the Offered
Certificates. The Depositor will retain the Class IC Certificate. UAC will be
responsible for servicing the Receivables pursuant to the Pooling and Servicing
Agreement and will be compensated for acting as the Servicer. See "Description
of the Transfer and Servicing Agreements -- Servicing Compensation and Payment
of Expenses" in the Prospectus. To facilitate servicing and to minimize
administrative burden and expense, the Servicer will be appointed custodian of
the Receivables by the Trustee, but will not stamp the Receivables to reflect
the sale and assignment of the Receivables to the Trust or make any notation of
the Trust's lien on the certificates of title of the Financed Vehicles. In the
absence of such notation on the certificates of title, the Trustee may not have
perfected security interests in the Financed Vehicles securing the Receivables.
See "Certain Legal Aspects of the Receivables" in the Prospectus. Under the
terms of the Pooling and Servicing Agreement, UAC may delegate its duties as
Servicer and custodian; however, any such delegation will not relieve UAC of its
liability and responsibility with respect to such duties.
<PAGE>
The Depositor will establish the Spread Account for the benefit of the
Class A Certificateholders, the Class I Certificateholders and the Insurer and
will obtain the Policy. Withdrawals from the Spread Account and, only after such
withdrawals, draws on the Policy will be made in accordance with the Pooling and
Servicing Agreement in the event that sufficient funds are not available (after
payment of the Monthly Servicing Fee) to distribute, in the case of Class I
Monthly Interest, Class A Monthly Interest and Monthly Principal, up to the
Policy Amount. If the Spread Account is exhausted and there is a default under
the Policy, the Trust will look only to the Obligors on the Receivables and the
proceeds from the repossession and sale of Financed Vehicles that secure
Defaulted Receivables for distributions of interest and principal on the
Certificates. In such event, certain factors, such as the Trustee's not having
perfected security interests in some of the Financed Vehicles, may affect the
Trust's ability to realize on the collateral securing the Receivables, and thus
may reduce the proceeds to be distributed to Certificateholders. See "The
Offered Certificates -- Accounts" herein and "Certain Legal Aspects of the
Receivables" in the Prospectus.
THE RECEIVABLES POOL
The Receivables were selected from the prime portfolio of UAFC, for
purchase by the Depositor by several criteria, including that each Receivable:
(i) has an original number of payments of not more than 84 payments and not less
than 12 payments, (ii) has a remaining maturity of not more than 84 months and
not less than one month, (iii) provides for level monthly payments that fully
amortize the amount financed over the remaining term, and (iv) has a Contract
Rate (exclusive of prepaid finance charges) of not less than 5.900%. The
weighted average remaining maturity of the Receivables will be approximately 68
months as of the Cutoff Date.
Approximately 97.68% of the aggregate principal balance of the
Receivables as of the Cutoff Date are simple interest contracts which provide
for equal monthly payments. Approximately 2.32% of the aggregate principal
balance of the Receivables as of the Cutoff Date are Precomputed Receivables (as
defined in the Prospectus) originated in the State of California. All of such
Precomputed Receivables are Rule of 78's Receivables (as defined in the
Prospectus). Approximately 24.83% of the aggregate principal balance of the
Receivables as of the Cutoff Date represent financing of new vehicles; the
remainder of the Receivables represent financing of used vehicles. Approximately
one percent of the aggregate principal balance of the Receivables as of the
Cutoff Date consist of loans which have been modified from their original terms
and conditions but were subject to the same selection criteria as the other
receivables.
Receivables representing more than 10% of the aggregate principal
balance of the Receivables as of the Cutoff Date were originated in metropolitan
areas in the States of California and Texas. The performance of the Receivables
in the aggregate could be adversely affected in particular by the development of
adverse economic conditions in such metropolitan areas.
<PAGE>
Composition of the Receivables as of the Cutoff Date
<TABLE>
<CAPTION>
Aggregate Original Weighted
Number of Principal Principal Average
Receivables Balance Balance Rate
----------- ------- ------- ----
<S> <C> <C> <C> <C>
New Automobiles and Light-Duty Trucks............ 4,151 $ 59,016,369.54 $ 77,232,155.80 11.44%
Used Automobiles and Light-Duty Trucks........... 15,083 181,930,372.60 206,587,281.93 12.88%
New Vans (1)..................................... 457 7,516,125.70 10,029,852.60 11.37%
Used Vans (1).................................... 1,626 19,517,600.16 23,578,694.99 12.68%
------ --------------- --------------- -----
All Receivables.................................. 21,317 $267,980,468.00 $317,427,985.32 12.51%
====== =============== =============== =====
</TABLE>
<TABLE>
<CAPTION>
Weighted Weighted Percent of
Average Average Aggregate
Remaining Original Principal
Term(2) Term(2) Balance(3)
------- ------- ----------
<S> <C> <C> <C>
New Automobiles and Light-Duty Trucks.......... 69.3mos. 77.3mos. 22.02%
Used Automobiles and Light-Duty Trucks......... 66.9 70.5 67.89
New Vans (1)................................... 71.5 79.1 2.80
Used Vans (1).................................. 66.0 71.0 7.28
---- ---- ------
All Receivables................................ 67.5mos. 72.3mos. 100.00%
==== ==== ======
</TABLE>
(1) References to vans include minivans and van conversions.
(2) Based on scheduled maturity and assuming no prepayments of the Receivables.
(3) Sum may not equal 100% due to rounding.
<PAGE>
Geographic Distribution of the Receivables as of the Cutoff Date
Percent of Aggregate
State (1)(2) Principal Balance (3)
Arizona........................................... 3.08%
California........................................ 10.03
Colorado.......................................... 2.21
Florida........................................... 6.78
Georgia........................................... 3.30
Idaho............................................. 0.10
Illinois.......................................... 6.25
Indiana........................................... 3.48
Iowa.............................................. 2.18
Kansas............................................ 1.05
Kentucky.......................................... 0.82
Maryland.......................................... 1.58
Michigan.......................................... 2.46
Minnesota......................................... 2.15
Missouri.......................................... 2.14
Nebraska.......................................... 0.52
Nevada............................................ 0.24
New Mexico........................................ 0.31
North Carolina.................................... 9.60
Ohio.............................................. 7.66
Oklahoma.......................................... 4.11
Oregon............................................ 0.46
Pennsylvania...................................... 1.04
South Carolina.................................... 3.46
South Dakota...................................... 0.07
Tennessee......................................... 3.23
Texas............................................. 13.39
Utah.............................................. 1.23
Virginia.......................................... 5.52
Washington........................................ 0.75
Wisconsin......................................... 0.81
Total ....................................... 100.00%
(1) Based on address of the Dealer selling the related Financed Vehicle.
(2) Receivables originated in Ohio were solicited by Dealers for direct
financing by UAC or the Predecessor. All other Receivables were
originated by Dealers and purchased from such Dealers by UAC or the
Predecessor.
(3) Sum may not equal 100% due to rounding.
<PAGE>
Distribution of the Receivables by Remaining Term as of the Cutoff Date
<TABLE>
<CAPTION>
Percent of
Remaining Aggregate Average Aggregate
Scheduled Number of Principal Principal Principal
Term Range Receivables Balance Balance Balance(1)
<S> <C> <C> <C> <C>
0 to 6 months....................... 485 $ 608,099.40 $ 1,253.81 0.23%
7 to 12 months....................... 1,199 2,849,180.06 2,376.30 1.06
13 to 24 months....................... 2,888 13,385,776.39 4,634.96 5.00
25 to 36 months....................... 586 3,880,970.02 6,622.82 1.45
37 to 48 months....................... 1,142 10,172,188.73 8,907.35 3.80
49 to 60 months....................... 3,418 41,864,941.01 12,248.37 15.62
61 to 66 months....................... 1,278 17,368,831.62 13,590.64 6.48
67 to 72 months....................... 4,292 66,043,953.86 15,387.69 24.65
73 to 84 months....................... 6,029 111,806,526.91 18,544.79 41.72
------ --------------- ---------- ------
Total....................... 21,317 $267,980,468.00 $12,571.21 100.00%
====== =============== ========== ======
</TABLE>
(1) Sum may not equal 100% due to rounding.
Distribution of Receivables by Financed Vehicle Model Year
as of the Cutoff Date
<TABLE>
<CAPTION>
Percent Percent
of Total Aggregate of Aggregate
Model Number of Number of Principal Principal
Year Receivables Receivables(1) Balance Balance(1)
---- ----------- -------------- ------- ----------
<S> <C> <C> <C> <C>
1977 and earlier..................... 1 0.00% $ 3,213.80 0.00%
1984................................. 2 0.01 8,762.88 0.00
1985................................. 2 0.01 15,902.29 0.01
1986................................. 16 0.08 78,105.97 0.03
1987................................. 37 0.17 150,831.68 0.06
1988................................. 99 0.46 428,389.50 0.16
1989................................. 439 2.06 1,422,631.59 0.53
1990................................. 949 4.45 4,645,002.59 1.73
1991................................. 1,382 6.48 7,788,309.13 2.91
1992................................. 1,724 8.09 12,996,316.08 4.85
1993................................. 3,266 15.32 26,900,525.19 10.04
1994................................. 2,988 14.02 32,505,401.20 12.13
1995................................. 2,970 13.93 44,601,684.17 16.64
1996................................. 2,386 11.19 39,256,376.25 14.65
1997................................. 2,588 12.14 46,045,503.11 17.18
1998................................. 2,404 11.28 49,411,223.24 18.44
1999................................. 64 0.30 1,722,289.33 0.64
------ ------ --------------- ------
Total.............................. 21,317 100.00% $267,980,468.00 100.00%
====== ====== =============== ======
</TABLE>
(1) Sum may not equal 100% due to rounding.
<PAGE>
Distribution of the Receivables by Note Rate as of the Cutoff Date
<TABLE>
<CAPTION>
Percent of
Aggregate Average Aggregate
Number of Principal Principal Principal
Note Rate Range Receivables Balance Balance Balance(1)
--------------- ----------- ------- ------- ----------
<S> <C> <C> <C> <C>
Less than 6.000%...................... 1 25,415.29 25,415.29 0.01%
6.000 to 6.999%...................... 225 861,980.29 3,831.02 0.32
7.000 to 7.999%...................... 589 5,706,370.57 9,688.24 2.13
8.000 to 8.999%...................... 904 7,906,476.86 8,746.10 2.95
9.000 to 9.999%...................... 1,417 13,294,617.91 9,382.23 4.96
10.000 to 10.999%...................... 2,407 28,211,407.20 11,720.57 10.53
11.000 to 11.999%...................... 3,344 45,682,537.43 13,661.05 17.05
12.000 to 12.999%...................... 4,748 66,351,555.46 13,974.63 24.76
13.000 to 13.999%...................... 3,714 50,107,681.62 13,491.57 18.70
14.000 to 14.999%...................... 2,072 26,726,537.17 12,898.91 9.97
15.000 to 15.999%...................... 981 12,039,740.08 12,272.93 4.49
16.000 to 16.999%...................... 410 5,074,013.64 12,375.64 1.89
17.000 to 17.999%...................... 219 2,627,837.84 11,999.26 0.98
18.000 to 18.999%...................... 217 2,748,144.71 12,664.26 1.03
19.000 to 19.999%...................... 23 247,665.01 10,768.04 0.09
20.000 to 20.999%...................... 34 306,764.27 9,022.48 0.11
21.000 to 21.999%...................... 9 37,658.64 4,184.29 0.01
22.000 to 22.999%...................... 1 14,339.96 14,339.96 0.01
23.000 to 23.999%...................... 1 2,147.45 2,147.45 0.00
25.000 to 25.999%...................... 1 7,576.60 7,576.60 0.00
------ --------------- ---------- ------
Total...................... 21,317 $267,980,468.00 $12,571.21 100.00%
====== =============== ========== ======
</TABLE>
(1) Sum may not equal 100% due to rounding.
<PAGE>
Delinquencies, Repossessions and Net Losses
Set forth below is certain information concerning the experience of UAC
and the Predecessor pertaining to delinquencies, repossessions, and net losses
on its prime fixed rate retail automobile, light truck and van receivables
serviced by UAC and the Predecessor. There can be no assurance that the
delinquency, repossession, and net loss experience on the Receivables will be
comparable to that set forth below.
<TABLE>
<CAPTION>
Delinquency Experience
At June 30, At September 30,
1995 1996 1997 1997
(Dollars in thousands)
Number of Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Servicing portfolio....... 117,837 $1,159,349 147,722 $1,548,538 173,693 $1,860,272 177,377 $1,896,748
Delinquencies
30-59 days............. 1,169 $ 12,097 1,602 $ 17,030 2,487 $ 27,373 4,310 45,766
60-89 days............. 377 4,124 694 7,629 1,646 18,931 2,196 25,156
90 days or more........ 0 0 333 3,811 723 8,826 934 11,131
----- ---------- ----- ---------- ----- ---------- ----- ---------
Total delinquencies....... 1,546 $ 16,221 2,629 $ 28,470 4,856 $ 55,130 7,440 $ 82,053
===== ========== ===== ========== ===== ========== ===== =========
Total delinquencies as a
percent of servicing
portfolio............ 1.31% 1.40 % 1.78% 1.84% 2.80% 2.96% 4.19% 4.33%
</TABLE>
At December 31, At March 31,
1997 1998
Number of Number of
Receivables Amount Receivables Amount
----------- ------ ----------- ------
Servicing portfolio...... 179,962 $1,920,930 181,026 $1,929,151
Delinquencies
30-59 days............ 3,954 41,778 3,426 35,449
60-89 days............ 2,274 25,933 1,923 21,818
90 days or more....... 688 8,048 623 7,088
----- ---------- ----- ------
Total delinquencies...... 6,916 $ 75,759 5,972 64,355
===== ========== ===== ======
Total delinquencies as a
percent of servicing
portfolio........... 3.84% 3.94% 3.30% 3.34%
<PAGE>
Credit Loss Experience (1)
<TABLE>
<CAPTION>
Year ended June 30, Three Months Ended
1995 1996 1997 September 30, 1997 (5)
(Dollars in thousands)
Number of Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Avg. servicing
portfolio(2)........... 104,455 $982,875 132,363 $1,343,770 164,858 $1,759,666 175,920 $1,881,603
Gross charge-offs......... 3,493 $ 28,628 3,663 $ 40,815 6,280 $ 70,830 2,054 $ 23,056
Recoveries (3)............ 15,258 19,543 28,511 8,134
--------- ---------- ---------- ----------
Net losses................ $ 13,370 $ 21,272 $ 42,319 $ 14,922
========= ========== ========== ==========
Gross charge-offs as a % of
avg. servicing
portfolio(4)........... 3.34% 2.91% 2.77% 3.04% 3.81% 4.03% 4.67% 4.90%
Recoveries as a % of gross
charge-offs............ 53.30% 47.88% 40.25% 35.28%
Net losses as a % of avg.
servicing portfolio(4). 1.36% 1.58% 2.40% 3.17%
</TABLE>
Three Months Ended Three Months Ended
December 31, 1997 (5) March 31, 1998 (5)
--------------------- ----------------------
Number of Number of
Receivables Amount Receivables Amount
----------- ------ ----------- ------
Avg. servicing
portfolio(2)........... 179,334 $1,916,778 180,631 $1,924,930
Gross charge-offs......... 1,977 $ 22,373 1,886 $ 20,767
Recoveries (3)............ 8,527 8,186
---------- ----------
Net losses................ $ 13,846 $ 12,581
========== ==========
Gross charge-offs as a %
of avg. servicing
portfolio(4)........... 4.41% 4.67% 4.18% 4.32%
Recoveries as a % of gross
charge-offs............ 38.11% 39.42%
Net losses as a % of avg.
servicing portfolio(4). 2.89% 2.61%
<PAGE>
(1) There is generally no recourse to Dealers under any of the receivables in
the portfolio serviced by UAC or the Predecessor, except to the extent of
representations and warranties made by Dealers in connection with such
receivables.
(2) Equals the monthly arithmetic average, and includes receivables sold in
prior securitization transactions.
(3) In fiscal 1995, the method by which recoveries are stated was changed.
Currently, recoveries include recoveries on receivables previously charged
off, cash recoveries and unsold repossessed assets carried at fair market
value. Under the previous method, reported recoveries excluded unsold
repossessed assets carried at fair market value. Prior period credit loss
experience has been restated to conform to current period classifications.
(4) Variation in the size of the portfolio serviced by UAC will affect the
percentages in "Gross charge-offs as a percentage of average servicing
portfolio" and "Net losses as a percentage of average servicing portfolio."
(5) Percentages are annualized in "Gross charge-offs as a percentage of average
servicing portfolio" and "Net losses as a percentage of average servicing
portfolio" for partial years.
As indicated by the foregoing delinquency experience table, delinquency
rates based upon outstanding loan balances of accounts 30 days past due and over
decreased to 3.34% at March 31, 1998, compared to 3.94% at December 31, 1997 and
4.33% at September 30, 1997. However, the delinquency rate has increased from
2.96% at June 30, 1997, for UAC's prime servicing portfolio. The decreased
delinquency from December 31, and September 30, 1997, is primarily attributed to
collection strategies implemented to target problem accounts as well as the
utilization of new scoring tools to focus collection efforts most effectively.
As indicated in the foregoing credit loss experience table, credit
losses on the prime auto portfolio totaled approximately $12.6 million for the
quarter ended March 31, 1998, or 2.61% (annualized) of the average servicing
portfolios compared to 2.89% and 3.17% for the quarters ended December 31, 1997
and September 30, 1997, respectively and 2.40% for the year ended June 30, 1997.
Decreased credit losses from September 30, 1997, are primarily a result of
strategic efforts made by UAC to improve the overall credit-quality of loans as
well as a slight improvement in recovery rates.
UAC has seen steady improvement in delinquency and credit losses over
the last two quarters. UAC attributes the improvement to strategic efforts made
by UAC including implementing tighter credit standards in March 1997, forming
specialized collection teams to concentrate on specific groups of accounts and
increasing collection efforts on charged-off accounts.
A decline in delinquency and credit losses on those loans originated
and securitized in 1995 has also contributed to the improved delinquency and
credit losses for the portfolio. In the past, these pools have had higher credit
losses and delinquency than anticipated and have had continued higher credit
losses in the latter months of the pool life rather than reflecting a typical
loss life cycle which should peak between the 12th and 18th month. Over the last
six months, those loans originated and securitized in 1995 have become a smaller
proportion of the total portfolio's credit losses and delinquency as the dollar
amount of credit losses and delinquency in those pools has been decreasing.
<PAGE>
Recovery rates have been a contributing factor to credit loss
experience. Recoveries have, however, shown gradual improvements over the last
two quarters which contributed to the improvement in delinquency and credit
losses. Recoveries as a percentage of gross charge-offs increased to 39.42% for
the quarter ended March 31, 1998, from 38.11% and 35.28% for the quarters ended
December 31, 1997, and September 30, 1997, respectively. Although recovery rates
showed signs of improvement during the past two quarters, UAC continues to look
for ways to improve recovery rates, including more diligently monitoring and
expanding the repossession and remarketing operations.
UAC's expectations with respect to delinquency and credit loss trends
constitute forward-looking statements and are subject to important factors that
could cause actual results to differ materially from those projected by UAC.
Such factors include, but are not limited to, general economic factors affecting
obligors' ability to make timely payments on their indebtedness such as
employment status, rates of consumer bankruptcy, consumer debt levels generally
and the interest rates applicable thereto. In addition, credit losses are
affected by UAC's ability to realize on recoveries of repossessed vehicles,
including, but not limited to, the market for used cars at any given time.
YIELD AND PREPAYMENT CONSIDERATIONS
General
Monthly Interest (as defined herein) will be distributed to
Certificateholders on each Distribution Date to the extent of the pass-through
rate applied to the applicable Certificate Balance or Notional Principal Amount,
as applicable, as of the preceding Distribution Date or the Closing Date, as
applicable (after giving effect to distributions of principal on such preceding
Distribution Date). See "The Offered Certificates -- Distributions on the
Offered Certificates" herein. In the event of a full or partial prepayment on a
Receivable, Certificateholders will receive interest for the full month of such
prepayment either (i) through the distribution of interest paid on other
Receivables, (ii) from a withdrawal from the Spread Account, (iii) by an Advance
by the Servicer or (iv) by a draw on the Policy.
Although the Receivables will have different Contract Rates, the
Contract Rate of each Receivable generally will exceed the sum of (a) the
weighted average of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through
Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate and the
Class A-5 Pass-Through Rate, (b) the Class I Pass-Through Rate, (c) the per
annum rate used to calculate the Insurance Premium and (d) the per annum rate
used to calculate the Monthly Servicing Fee. The Contract Rate on a small
percentage of the Receivables, however, will be less than the foregoing sum.
Disproportionate rates of prepayments between Receivables with higher and lower
Contract Rates could affect the ability of the Trust to distribute Monthly
Interest to Certificateholders.
<PAGE>
The Class I Certificates
The Class I Certificates are interest only certificates. Although the
planned amortization feature of the Class I Certificates is intended to reduce
the uncertainty of prepayments with respect to the Class I Certificates, if the
Receivables prepay sufficiently quickly, the Notional Principal Amount of the
Class I Certificates may be reduced more quickly than provided in the Planned
Notional Principal Amount Schedule, thereby reducing the yield to the holders of
the Class I Certificates. The yield to maturity on the Class I Certificates will
therefore be very sensitive to the rate of prepayments, including voluntary
prepayments and prepayments due to liquidations and repurchases. Prospective
investors should fully consider the associated risks, including the risk that a
rapid rate of prepayments could result in the failure of investors in the Class
I Certificates to recoup their initial investment. See "Risk Factors" and "The
Offered Certificates -- The Class I Certificates -- Calculation of Notional
Principal Amount" and "-- Class I Yield Considerations."
THE DEPOSITOR AND UAC
UAC currently acquires loans from over 3,400 manufacturer franchised
automobile dealerships in 31 states. UAC is an Indiana corporation, formed in
December 1993 by UAC's predecessor, Union Federal Savings Bank of Indianapolis
(the "Predecessor"), to succeed to the Predecessor's indirect automobile finance
business, which the Predecessor had operated since 1986. UAC began purchasing
and originating receivables in April 1994. For the fiscal years ended June 30,
1994, 1995, 1996 and 1997 UAC and/or the Predecessor acquired prime loans
aggregating $615 million, $767 million, $995 million and $1,076 million,
respectively, representing annual increases of 25%, 30% and 8%, respectively. Of
the $1.9 billion of loans in the servicing portfolio of UAC (consisting of the
principal balance of loans held for sale and securitized loans) at June 30,
1997, approximately 75.43% represented loans on used cars and approximately
24.57% represented loans on new cars.
THE INSURER
MBIA Insurance Corporation (the "Insurer") is the principal operating
subsidiary of MBIA Inc., a New York Stock Exchange listed company (the
"Company"). The Company is not obligated to pay the debts of or claims against
the Insurer. The Insurer is domiciled in the State of New York and licensed to
do business in and subject to regulation under the laws of all 50 states, the
District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the
Northern Mariana Islands, the Virgin Islands of the United States and the
Territory of Guam. The Insurer has two European branches, one in the Republic of
France and the other in the Kingdom of Spain. New York has laws prescribing
minimum capital requirements, limiting classes and concentrations of investments
and requiring the approval of policy rates and forms. State laws also regulate
the amount of both the aggregate and individual risks that may be insured, the
payment of dividends by the Insurer, changes in control and transactions among
affiliates. Additionally, the Insurer is required to maintain contingency
reserves on its liabilities in certain amounts and for certain periods of time.
<PAGE>
Effective February 17, 1998, the Company acquired all of the
outstanding stock of Capital Markets Assurance Corporation ("CMAC") through a
merger with its parent CapMAC Holdings Inc. Pursuant to a reinsurance agreement,
CMAC has ceded all of its net insured risks, as well as its unearned premiums
and contingency reserves, to the Insurer and the Insurer has reinsured CMAC's
net outstanding exposure. The Company is not obligated to pay the debts of or
claims against CMAC.
As of December 31, 1997 the Insurer had admitted assets of $5.2 billion
(audited), total liabilities of $3.5 billion (audited), and total capital and
surplus of $1.8 billion (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. As of March 31, 1998, the Insurer had admitted assets of $5.5
billion (unaudited), total liabilities of $3.7 billion (unaudited), and total
capital and surplus of $1.8 billion (unaudited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities.
Furthermore, copies of the Insurer's year end financial statements
prepared in accordance with statutory accounting practices are available without
charge from the Insurer. A copy of the Annual Report on Form 10-K of the Company
is available from the Insurer or the Securities and Exchange Commission. The
address of the Insurer is 113 King Street, Armonk, New York 10504. The telephone
number of the Insurer is (914) 273-4545.
The Insurer's financial guarantee insurance policies, such as the
Policy, are not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law.
Moody's Investors Service, Inc. rates the claims paying ability of the
Insurer "Aaa."
Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. rates the claims paying ability of the Insurer "AAA."
Fitch IBCA, Inc. (formerly known as Fitch Investors Service, L.P.)
rates the claims paying ability of the Insurer "AAA."
Each rating of the Insurer should be evaluated independently. The
ratings reflect the respective rating agency's current assessment of the
creditworthiness of the Insurer and its ability to pay claims on its policies of
insurance. Any further explanation as to the significance of the above ratings
may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the
securities, and such ratings may be subject to revision or withdrawal at any
time by the rating agencies. Any downward revision or withdrawal of any of the
above ratings may have an adverse effect on the market price of the securities.
The Insurer does not guaranty the market price of the securities nor does it
guaranty that the ratings on the securities will not be revised or withdrawn.
<PAGE>
The tables below present selected financial information of the Insurer
determined in accordance with statutory accounting practices prescribed or
permitted by insurance regulatory authorities ("SAP") as well as generally
accepted accounting principles ("GAAP"):
SAP
-----------------------------------------
December 31 March 31
1997 1998
----------- -----------
(Audited) (Unaudited)
(in millions)
Admitted Assets $5,256 $5,475
Liabilities 3,496 3,658
Capital and Surplus 1,760 1,817
GAAP
-----------------------------------------
December 31 March 31
1997 1998
----------- -----------
(Audited) (Unaudited)
(in millions)
Assets $5,988 $6,196
Liabilities 2,624 2,725
Shareholder's Equity 3,364 3,471
[Financial Statements to be provided] Copies of the Insurer's 1997 year-end
audited financial statements prepared in accordance with SAP are available from
the Insurer. The address of the Insurer is 113 King Street, Armonk, New York
10504.
THE OFFERED CERTIFICATES
The Offered Certificates will be issued pursuant to the Pooling and
Servicing Agreement. Copies of the Pooling and Servicing Agreement (without
exhibits) may be obtained by Certificateholders upon request in writing to the
Servicer at the address set forth herein under "Reports to Certificateholders."
Citations to the relevant sections of the Pooling and Servicing Agreement appear
below in parentheses. The following summary does not purport to be complete and
is subject to and qualified in its entirety by reference to the Pooling and
Servicing Agreement.
<PAGE>
Distributions
In general, it is intended that the Trustee distribute to the Class A
Certificateholders on each Distribution Date beginning July 8, 1998, the
aggregate principal payments, including full and partial prepayments (except
certain prepayments in respect of Precomputed Receivables as described below
under "--Accounts"), received on the Receivables during the related Collection
Period, plus Class A Monthly Interest. Principal to be distributed to the Class
A Certificateholders will be allocated on the basis of the Principal
Distribution Sequence. It is also intended that the Trustee distribute to the
Class I Certificateholders, on each Distribution Date beginning on July 8, 1998
and continuing through the Distribution Date on which the Notional Principal
Amount is reduced to zero, the Class I Monthly Interest. (Section 9.04.) See "--
Distributions on the Offered Certificates." Monthly Interest may be provided by
a payment made by or on behalf of the Obligor, by an Advance made by the
Servicer to cover interest due on a defaulted Receivable or by a withdrawal from
the Spread Account. Monthly Interest may be provided by a draw on the Policy if
there are not sufficient funds (after payment of the Monthly Servicing Fee,
permitted reimbursements of outstanding Advances and after giving effect to any
withdrawals from the Spread Account for the benefit of the Class A
Certificateholders and the Class I Certificateholders) to pay Monthly Interest
and Monthly Principal. Draws on the Policy to pay Monthly Interest and Monthly
Principal will be limited to the Policy Amount. See "-- Sale and Assignment of
Receivables" and "-- Accounts" herein.
The Class I Certificates -- Calculation of Notional Principal Amount
The Class I Certificates are interest only planned amortization
securities. The Class I Certificates are entitled to receive interest at the
Class I Pass-Through Rate on the Notional Principal Amount of the Class I
Certificates, initially $208,715,851.64. The planned amortization feature is
intended to reduce the uncertainty to investors in the Class I Certificates with
respect to prepayments because the Class I Certificates will receive interest
based on their Notional Principal Amount on a principal paydown schedule rather
than on the reduction in the actual Certificate Balance as a result of principal
payments and prepayments, as described below. Solely for the purpose of
calculating the amount payable with respect to the Class I Certificates, the
Certificate Balance will be divided into two principal components, the "PAC
Component" and the "Companion Component". The Notional Principal Amount will be
equal to the PAC Component, originally $208,715,851.644. The sum of the PAC
Component and the Companion Component will at all times equal the then aggregate
unpaid Certificate Balance.
The Pooling and Servicing Agreement establishes a schedule (the
"Planned Notional Principal Amount Schedule") pursuant to which principal will
be allocated to the PAC Component and the Companion Component, as described
below. As the PAC Component is reduced, the Notional Principal Amount and
payments to the holders of the Class I Certificates will also be reduced.
<PAGE>
On each Distribution Date, the Monthly Principal distributed to Class A
Certificateholders will be allocated first to the PAC Component up to the amount
necessary to reduce the PAC Component to the amount specified in the Planned
Notional Principal Amount Schedule (the "Planned Notional Principal Amount") for
such Distribution Date, second, to the Companion Component until the balance
thereof is reduced to zero and third, to the PAC Component, without regard to
the Planned Notional Principal Amount for such Distribution Date. The foregoing
allocations will be made solely for purposes of calculating the Notional
Principal Amount and correspondingly, the amount of interest payable with
respect to the Class I Certificates. The Class I Certificates are not entitled
to receive any principal payments. The foregoing calculations will not affect
distributions of principal with respect to the Class A Certificates.
Planned Notional Principal Amount Schedule
Planned Notional
Distribution Date in Principal Amount
-------------------- ----------------
Initial............................................. $208,715,851.64
July 1998...........................................
August 1998.........................................
September 1998......................................
October 1998........................................
November 1998.......................................
December 1998.......................................
January 1999........................................
February 1999.......................................
March 1999..........................................
April 1999..........................................
May 1999............................................
June 1999...........................................
July 1999...........................................
August 1999.........................................
September 1999......................................
October 1999........................................
November 1999.......................................
December 1999.......................................
January 2000........................................
February 2000.......................................
March 2000..........................................
April 2000..........................................
May 2000............................................
June 2000...........................................
July 2000...........................................
August 2000.........................................
September 2000......................................
October 2000........................................
November 2000.......................................
December 2000.......................................
January 2001........................................
February 2001.......................................
March 2001..........................................
April 2001..........................................
May 2001............................................
June 2001...........................................
July 2001...........................................
August 2001.........................................
September 2001......................................
<PAGE>
The Class I Certificates will not be entitled to any distributions after the
Notional Principal Amount has been reduced to zero.
Class I Yield Considerations
Although the planned amortization feature of the Class I Certificates
is intended to reduce the uncertainty relating to prepayments of the Receivables
with respect to the Class I Certificates, the yield to maturity of the Class I
Certificates will remain extremely sensitive to the prepayment experience of the
Receivables, including voluntary prepayments and prepayments due to liquidations
and repurchases. Prospective investors should fully consider the associated
risks, including the risk that such investors may not fully recover their
initial investment. In particular, investors in the Class I Certificates should
note that they will not be entitled to any distributions after the Notional
Principal Amount of the Class I Certificates has been reduced to zero and that
Receivables may be repurchased due to breaches of representations. See "Risk
Factors."
The following tables illustrate the significant effect that prepayments
on the Receivables have upon the yield to maturity of the Class I Certificates.
The first table assumes that the Receivables have been aggregated into five
hypothetical pools having the characteristics described therein and that the
level scheduled monthly payment for each of the five pools (which is based on
its principal balance, weighted average Contract Rate, weighted average
remaining term as of the Cutoff Date and its weighted average original term)
will be such that such pool will be fully amortized by the end of its weighted
average remaining term. Based on such hypothetical pools, the second table shows
the approximate hypothetical pre-tax yields to maturity of the Class I
Certificates, stated on a corporate bond equivalent basis, under five different
prepayment assumptions based on the assumed purchase price and the ABS
prepayment model described below.
<TABLE>
<CAPTION>
Weighted Average Weighted Average
Cutoff Date Weighted Average Remaining Term to Original Term to
Pool Principal Balance Note Rate Maturity (in Months) Maturity (in Months)
---- ----------------- --------- -------------------- --------------------
<S> <C> <C> <C> <C>
1 $ 16,843,055.85 10.702% 16 68
2 14,053,158.75 12.834 42 49
3 41,864,941.01 12.617 58 60
4 83,412,785.48 12.614 70 71
5 111,806,526.91 12.616 80 81
</TABLE>
For purposes of the following table, it is also assumed that (i) the
purchase price of the Class I Certificates is as set forth below, (ii) the
Receivables prepay monthly at the specified percentages of ABS as set forth in
the table below, (iii) prepayments representing prepayments in full of
individual Receivables are received on the last day of the month and include a
full month's interest thereon, (iv) the Closing Date for the Offered
Certificates is June ___, 1998, (v) distributions on the Offered Certificates
are made, in cash, commencing on July 8, 1998, and on the eighth day of each
month thereafter, (vi) no defaults or delinquencies in the payment of the
Receivables are experienced, and (vii) no Receivable is repurchased for breach
of representation and warranty or otherwise.
<PAGE>
Sensitivity of the Yield on the Class I Certificates to Prepayments
1.0% 1.6% 1.8% 2.5% 3.0%
Price(1) ABS ABS ABS ABS ABS
-------- ------ ----- ----- ----- -----
% % % % % - %
(1) Expressed as a percentage of the original Notional Principal Amount.
Based on the assumptions described above and assuming a purchase price of
_______% at approximately ______% ABS, the pre-tax yield to maturity of the
Class I Certificates would be approximately 0%.
It is highly unlikely that the Receivables will prepay at a constant
rate until maturity or that all of the Receivables will prepay at the same rate.
The foregoing table assumes that each Receivable bears interest at its specified
Contract Rate, has the same remaining amortization term, and prepays at the same
rate. In fact, receivables will prepay at different rates and have different
terms.
The yields set forth in the preceding table were calculated by
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on the Class I Certificates, would cause the discounted
present value of such assumed cash flows to equal the assumed purchase price of
such Class I Certificates and by converting such monthly rates to corporate bond
equivalent rates. Such calculations do not take into account variations that may
occur in the interest rates at which investors may be able to reinvest funds
received by them as distributions on the Class I Certificates and consequently
do not purport to reflect the return on any investment in the Class I
Certificates when such reinvestment rates are considered.
The Receivables will not necessarily have the characteristics assumed
above and there can be no assurance that (i) the Receivables will prepay at any
of the rates shown in the table or at any other particular rate or will prepay
proportionately, (ii) the pre-tax yield on the Class I Certificates will
correspond to any of the pre-tax yields shown above or (iii) the aggregate
purchase price of the Class I Certificates will be equal to the purchase price
assumed. Because the Receivables will include Receivables that have remaining
terms to stated maturity shorter or longer than those assumed and Contract Rates
higher or lower than those assumed, the pre-tax yield on the Class I
Certificates may differ from those set forth above, even if all of the
Receivables prepay at the indicated constant prepayment rates.
Prepayments on automotive receivables can be measured relative to a
prepayment standard or model. The Absolute Prepayment Model ("ABS") used in the
preceding table represents an assumed rate of prepayment each month relative to
the original number of receivables in a pool of receivables. ABS further assumes
that all the receivables are the same size and amortize at the same rate and
that each receivable in each month of its life will either be paid as scheduled
or be prepaid in full. For example, in a pool of receivables originally
containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay
each month. ABS does not purport to be an historical description of prepayment
experience or a prediction of the anticipated rate of prepayment of any pool of
receivables, including the Receivables.
<PAGE>
Sale and Assignment of Receivables
Certain information with respect to the conveyance of the Receivables
(i) from Union Acceptance Funding Corporation ("UAFC") to the Depositor pursuant
to the Purchase Agreement dated as of June 1, 1998, among UAFC, UAC and the
Depositor and (ii) from the Depositor to the Trust pursuant to the Pooling and
Servicing Agreement is set forth under "Description of the Transfer and
Servicing Agreements -- Sale and Assignment of Receivables" in the Prospectus.
Accounts
In addition to the Certificate Account, the property of the Trust will
include the Spread Account and the Payahead Account.
Spread Account. On the Closing Date, the Trustee will establish the
Spread Account. Thereafter, the amount held in the Spread Account will be
increased up to the Required Spread Amount by the deposit thereto of payments on
the Receivables not utilized to make payments to the Certificateholders (other
than the Class IC Certificateholder), the Insurer and the Servicer for the
Monthly Servicing Fee and any permitted reimbursements of outstanding Advances
on any Distribution Date. While it is intended that the Spread Account will grow
over time to equal the Required Spread Amount through monthly deposits of excess
collections on the Receivables, if any, there can be no assurance that such
growth will actually occur. The Spread Account will be established for the
benefit of the Class A Certificateholders, the Class I Certificateholders and
the Insurer. On each Distribution Date, any amounts on deposit in the Spread
Account after the payment of any amounts owed to the Insurer in excess of the
Required Spread Amount will be withdrawn from the Spread Account and distributed
to the Class IC Certificateholder.
Under the terms of the Pooling and Servicing Agreement, the Trustee
will withdraw funds from the Spread Account and transfer them to the Certificate
Account for any deficiency of Monthly Interest or Monthly Principal as further
described below under "-- Distributions on the Offered Certificates," to the
extent available, prior to making any draw on the Policy.
In the event that the balance of the Spread Account is reduced to zero
and there is a default under the Policy on any Distribution Date, the Trust will
depend solely on current distributions on the Receivables to make distributions
of principal and interest on the Certificates. Any reduction in the principal
balance of the Receivables due to losses on the Receivables will also result in
a reduction of the Notional Principal Amount of the Class I Certificates. In
addition, because the market value of motor vehicles generally declines with age
and because of difficulties that may be encountered in enforcing motor vehicle
contracts as described in the Prospectus under "Certain Legal Aspects of the
Receivables," the Servicer may not recover the entire amount due on such
Receivables in the event of a repossession and resale of a Financed Vehicle
securing a Receivable in default. In such event, the Certificateholders may
suffer a corresponding loss. Any such losses would be borne pro rata by the
Class A Certificateholders and Class I Certificateholders.
<PAGE>
Payahead Account. The Servicer will establish an additional account
(the "Payahead Account"), in the name of the Trustee on behalf of Obligors on
the Receivables and Certificateholders, into which, to the extent required by
the Pooling and Servicing Agreement, early payments by or on behalf of Obligors
on Precomputed Receivables will be deposited until such time as the payment
becomes due. Until such time as payments are transferred from the Payahead
Account to the Certificate Account, they will not constitute collected interest
or collected principal and will not be available for distribution to
Certificateholders. The Payahead Account will initially be maintained with the
Trustee. Interest earned on the balance in the Payahead Account will be remitted
to the Servicer monthly. Collections on a Precomputed Receivable made during a
Collection Period shall be applied first to any overdue scheduled payment on
such Receivable, then to the scheduled payment on such Receivable due in such
Collection Period. If any collections remaining after the scheduled payment is
made are insufficient to prepay the Precomputed Receivable in full, then
generally such remaining collections shall be transferred to and kept in the
Payahead Account until such later Collection Period as the collections may be
retransferred to the Certificate Account and applied either to a later scheduled
payment or to prepay such Receivable in full.
Advances
With respect to each Receivable delinquent more than 30 days at the end
of a Collection Period, the Servicer will make an Advance in an amount equal to
30 days of interest, but only to the extent that the Servicer in its sole
discretion, expects to recoup the Advance from subsequent collections on the
Receivable. The Servicer will deposit the Advance in the Certificate Account on
or before the fifth calendar day of the month following the Collection Period.
The Servicer will recoup its Advance from subsequent payments by or on behalf of
the respective Obligor, from insurance proceeds or, upon the Servicer's
determination that reimbursement from the preceding sources is unlikely, will
recoup its Advance from any collections made on other Receivables. (Section
9.05.)
Distributions on the Class IC Certificate
The Class IC Certificate will be initially issued to the Depositor and
will entitle it to receive monthly all funds held in the Spread Account in
excess of the Required Spread Amount after payment of all amounts owed to the
Insurer. Upon termination of the Trust the Class IC Certificateholder is
entitled to receive any amounts remaining in the Spread Account (only after all
required payments to the Insurer are made) after the payment of expenses and
distributions to Certificateholders. See "-- Accounts" above.
Distributions on the Offered Certificates
The Servicer will deposit in the Certificate Account the amount of
payments on all Receivables received with respect to the preceding Collection
Period. All such payments on the Simple Interest Receivables, the scheduled
payments on Precomputed Receivables, plus the net amount to be transferred from
the Payahead Account to the Certificate Account for the related Distribution
Date, all Advances for such Collection Period and the Purchase Amount for all
Receivables that became Purchased Receivables during the preceding Collection
Period, will be available for distribution pursuant to the terms of the Pooling
<PAGE>
and Servicing Agreement on the next succeeding Distribution Date ("Available
Funds"). The Servicer will determine the amount of funds necessary to make
distributions of Monthly Principal and Monthly Interest to the
Certificateholders and to pay the Monthly Servicing Fee to the Servicer. If
there is a deficiency with respect to Monthly Interest or Monthly Principal on
any Distribution Date, after giving effect to payments of the Monthly Servicing
Fee and permitted reimbursements of outstanding Advances to the Servicer on such
Distribution Date, the Servicer will withdraw amounts, to the extent available,
from the Spread Account, in the amount of such deficiency and notify the Trustee
of any remaining deficiency, whereupon the Trustee will draw on the Policy, up
to the Policy Amount, to pay Monthly Interest and Monthly Principal. Moreover,
if the Available Funds for a Distribution Date are insufficient to pay current
and past due Insurance Premiums, and other amounts owed to the Insurer, pursuant
to the Insurance Agreement, plus accrued interest thereon, to the Insurer, the
Servicer will notify the Trustee of such deficiency, and the amount, if any,
then on deposit in the Spread Account (after giving effect to any withdrawal to
satisfy a deficiency described in this and the preceding sentences) will be
available to cover such deficiency.
The Monthly Servicing Fee due to the Servicer in respect of each
Collection Period will be distributed to the Servicer during such Collection
Period from collections received during such Collection Period.
On each Distribution Date, the Trustee will apply or cause to be
applied the Available Funds (plus, to the extent required for payment of Monthly
Interest or Monthly Principal any amounts withdrawn from the Spread Account or
drawn on the Policy, as applicable) to make the following payments in the
following priority:
(a) without duplication, an amount equal to the sum of the amount of
outstanding Advances in respect of Receivables (x) that became
Defaulted Receivables during the prior Collection Period plus (y) that
the Servicer determines to be unrecoverable, to the Servicer;
(b) the Monthly Servicing Fee, including any overdue Monthly Servicing
Fee, to the Servicer, to the extent not previously distributed to the
Servicer;
(c) pro rata, (y) Monthly Principal, in accordance with the Principal
Distribution Sequence (described below), and Class A Monthly Interest,
including any overdue Class A Monthly Interest, to the Class A
Certificateholders and (z) Class I Monthly Interest, including any
overdue Class I Monthly Interest, to the Class I Certificateholders;
(d) the Insurance Premium including any overdue Insurance Premium plus
interest thereon to the Insurer;
(e) the amount of recoveries of Advances (to the extent such recoveries
have not previously been reimbursed to the Servicer pursuant to clause
(a) above), to the Servicer;
(f) the aggregate amount of any unreimbursed draws on the Policy
payable to the Insurer, under the Insurance Agreement, for Class A
Monthly Interest, Class I Monthly Interest and Monthly Principal and
any other amounts owing to the Insurer under the Insurance Agreement
plus accrued interest thereon; and
(g) the balance into the Spread Account.
<PAGE>
After all distributions pursuant to clauses (a) through (g) above have
been made for each Distribution Date, the amount of funds remaining in the
Spread Account on such date, if any, in excess of the Required Spread Amount,
will be distributed by the Trustee to the Class IC Certificateholder. Any
amounts so distributed to the Class IC Certificateholder will no longer be
property of the Trust and Certificateholders will have no rights with respect
thereto.
If on any Distribution Date there are not sufficient Available Funds
(together with amounts withdrawn from the Spread Account and/or the Policy) to
pay the distribution required by (c) above, the Available Funds distributable
thereunder shall be distributed proportionately on the basis of the ratio of the
required distribution due each of the Class A Certificateholders and the Class I
Certificateholders, respectively, to the sum of the distributions required by
(c) the Class A Certificateholders and the Class I Certificateholders. The
amount so distributed to the Class A Certificateholders hereunder shall be
allocated first to Class A Monthly Interest, and second to Monthly Principal pro
rata among the Class A Certificateholders.
"Class A Monthly Interest" for any Distribution Date will equal the sum
of Class A-1 Monthly Interest, Class A-2 Monthly Interest, Class A-3 Monthly
Interest, Class A-4 Monthly Interest and Class A-5 Monthly Interest.
"Class A-1 Monthly Interest" means, (i) for the first Distribution
Date, the product of the following: (one-three hundred sixtieth (1/360th) of the
Class A-1 Pass-Through Rate) multiplied by (the number of days from the Closing
Date through the day before the first Distribution Date) multiplied by the Class
A-1 Certificate Balance at the Closing Date and (ii) for any subsequent
Distribution Date, one-three hundred sixtieth (1/360th) of the product of the
Class A-1 Pass-Through Rate, the actual number of days from the previous
Distribution Date through the day before the related Distribution Date and the
Class A-1 Certificate Balance as of the immediately preceding Distribution Date
(after giving effect to any distribution of Monthly Principal made on such
immediately preceding Distribution Date).
"Class A-2 Monthly Interest" means, (i) for the first Distribution
Date, the product of the following: (one twelfth of the Class A-2 Pass-Through
Rate) multiplied by (the number of days from the Closing Date (assuming the
month of the Closing Date has 30 days) through the day before the first
Distribution Date divided by 30) multiplied by the Class A-2 Certificate Balance
at the Closing Date and (ii) for any subsequent Distribution Date, one-twelfth
of the product of the Class A-2 Pass-Through Rate and the Class A-2 Certificate
Balance as of the immediately preceding Distribution Date (after giving effect
to any distribution of Monthly Principal made on such immediately preceding
Distribution Date).
"Class A-3 Monthly Interest" means, (i) for the first Distribution
Date, the product of the following: (one twelfth of the Class A-3 Pass-Through
Rate) multiplied by (the number of days from the Closing Date (assuming the
month of the Closing Date has 30 days) through the day before the first
Distribution Date divided by 30) multiplied by the Class A-3 Certificate Balance
at the Closing Date and (ii) for any subsequent Distribution Date, one-twelfth
of the product of the Class A-3 Pass-Through Rate and the Class A-3 Certificate
Balance as of the immediately preceding Distribution Date (after giving effect
to any distribution of Monthly Principal made on such immediately preceding
Distribution Date).
<PAGE>
"Class A-4 Monthly Interest" means, (i) for the first Distribution
Date, the product of the following: (one twelfth of the Class A-4 Pass-Through
Rate) multiplied by (the number of days from the Closing Date (assuming the
month of the Closing Date has 30 days) through the day before the first
Distribution Date divided by 30) multiplied by the Class A-4 Certificate Balance
at the Closing Date and (ii) for any subsequent Distribution Date, one-twelfth
of the product of the Class A-4 Pass-Through Rate and the Class A-4 Certificate
Balance as of the immediately preceding Distribution Date (after giving effect
to any distribution of Monthly Principal made on such immediately preceding
Distribution Date).
"Class A-5 Monthly Interest" means, (i) for the first Distribution
Date, the product of the following: (one twelfth of the Class A-5 Pass-Through
Rate) multiplied by (the number of days from the Closing Date (assuming the
month of the Closing Date has 30 days) through the day before the first
Distribution Date divided by 30) multiplied by the Class A-5 Certificate Balance
at the Closing Date and (ii) for any subsequent Distribution Date, one-twelfth
of the product of the Class A-5 Pass-Through Rate (as adjusted after the
Clean-Up Call Date) and the Class A-5 Certificate Balance as of the immediately
preceding Distribution Date (after giving effect to any distribution of Monthly
Principal made on such immediately preceding Distribution Date).
"Class I Monthly Interest" means (i) for the first Distribution Date,
the product of the following: (one-twelfth of the Class I Pass-Through Rate)
multiplied by (the number of days from the Closing Date (assuming the month of
the Closing Date has 30 days) through the day before the first Distribution Date
divided by 30) multiplied by the Notional Principal Amount of the Class I
Certificates at the Closing Date, and (ii) for any subsequent Distribution Date,
one-twelfth of the product of the Class I Pass-Through Rate and the Notional
Principal Amount as of the immediately preceding Distribution Date (after giving
effect to any application of Monthly Principal on such preceding Distribution
Date); provided, however, that after the Class A-5 Final Scheduled Distribution
Date, the Class I Monthly Interest shall be zero.
"Defaulted Receivable" will mean, for any Collection Period, a
Receivable as to which any of the following has occurred: (i) any payment is 120
days or more delinquent as of the last day of such Collection Period; (ii) the
Financed Vehicle that secures the Receivable has been repossessed; or (iii) the
Receivable has been determined to be uncollectable in accordance with the
Servicer's customary practices on or prior to the last day of such Collection
Period; provided, however, that any Receivable which the Depositor or the
Servicer is obligated to repurchase or purchase pursuant to the Pooling and
Servicing Agreement shall be deemed not to be a Defaulted Receivable.
"Insurance Premium" for any Distribution Date will equal one-twelfth of
the product of the Policy per annum fee rate set forth in the Insurance
Agreement and the Certificate Balance calculated as of the last day of the
Collection Period to which such Distribution Date relates and payable monthly in
arrears.
"Monthly Interest" for any Distribution Date will equal the sum of the
Class A Monthly Interest and the Class I Monthly Interest.
<PAGE>
"Monthly Principal" for any Distribution Date will equal the amount
necessary to reduce the Certificate Balance as of the prior Distribution Date
(after giving effect to the distribution of Monthly Principal on such date) to
the aggregate unpaid principal balance of the Receivables on the last day of the
preceding Collection Period; provided, however, that Monthly Principal on the
final scheduled Distribution Date for each class of Class A Certificates will be
increased by the amount, if any, which is necessary to reduce the Certificate
Balance of such class to zero on such date. For the purpose of determining
Monthly Principal, the unpaid principal balance of a Defaulted Receivable or a
Purchased Receivable is deemed to be zero on and after the last day of the
Collection Period in which such Receivable became a Defaulted Receivable or a
Purchased Receivable.
"Principal Distribution Sequence" means the order in which Monthly
Principal shall be distributed among the Class A Certificateholders in the
following sequence: (i) to the Class A-1 Certificateholders until the Class A-1
Certificate Balance has been reduced to zero; (ii) to the Class A-2
Certificateholders until the Class A-2 Certificate Balance has been reduced to
zero; (iii) to the Class A-3 Certificateholders until the Class A-3 Certificate
Balance has been reduced to zero; (iv) to the Class A-4 Certificateholders until
the Class A-4 Certificate Balance has been reduced to zero; and (v) to the Class
A-5 Certificateholders until the Class A-5 Certificate Balance has been reduced
to zero.
As an administrative convenience, the Servicer will be permitted to
make the deposit of collections and aggregate Advances and Purchase Amounts for
or with respect to the Collection Period, net of distributions to be made to the
Servicer with respect to the Collection Period. The Servicer, however, will
account to the Trustee and to the Certificateholders as if all deposits and
distributions were made individually. (Section 9.06.)
The following chart sets forth an example of the application of the
foregoing provisions to a monthly distribution:
June 1 - June 30 ....................... Collection Period. The Servicer
receives monthly payments,
prepayments, and other proceeds in
respect of the Receivables and
deposits them in the Certificate
Account. The Servicer may deduct the
Monthly Servicing Fee from such
deposits.
June 30 ............................... Record Date. Distributions on the
Distribution Date are made to
Certificateholders of record at the
close of business on this date.
<PAGE>
July 6.................................. "Determination Date" (second business
day before the Distribution Date). On
or before this date, the Servicer
delivers the Servicer's Certificate
setting forth the amounts to be
distributed on the Distribution Date
and of any deficiencies. If necessary,
the Trustee notifies the Insurer of
any draws in respect of Guaranteed
Distributions required pursuant to the
Policy.
July 8.................................. "Distribution Date" (eighth calendar
day after the end of the month, of if
such day is not a business day, the
first business day thereafter). The
Trustee withdraws funds, to the extent
available, from the Cash Collateral
Accounts established for the benefit
of the Insurer pursuant to the
Agreement, and/or draws on the Policy
(subject to the terms thereof), if
necessary, to pay the Interest
Distribution and Monthly Principal as
described herein. The Trustee
distributes to Certificateholders
amounts payable in respect of the
Certificates and pays the Monthly
Servicing Fee, and all amounts owing
to the Insurer.
The Policy
On or before the Closing Date, the Depositor and UAC, in its individual
capacity and as Servicer, and the Insurer will enter into an Insurance and
Reimbursement Agreement (the "Insurance Agreement") pursuant to which the
Insurer will issue the Policy. Under the terms of the Pooling and Servicing
Agreement, after withdrawal of any amounts in the Spread Account with respect to
a Distribution Date to pay a deficiency in Monthly Interest or Monthly
Principal, the Trustee will be authorized to draw on the Policy for the benefit
of the Class A Certificateholders and the Class I Certificateholders and credit
the Certificate Account for such draws as described above under "--Distributions
on the Offered Certificates." The maximum amount that may be drawn under the
Policy on any Distribution Date is limited to the Policy Amount for such
Distribution Date. The Policy Amount, with respect to any Distribution Date,
shall equal (x) the sum of (A) the lesser of (i) the Certificate Balance (after
giving effect to any distribution of Available Funds and any funds withdrawn
from the Spread Account to pay Monthly Principal on such Distribution Date) and
(ii) the Net Principal Policy Amount, plus (B) Class A Monthly Interest, plus
(C) Class I Monthly Interest, plus (D) the Monthly Servicing Fee; less (y) all
amounts on deposit in the Spread Account on such Distribution Date. "Net
Principal Policy Amount" means the Certificate Balance as of the first
Distribution Date minus all amounts previously drawn on the Policy or from the
Spread Account with respect to Monthly Principal.
<PAGE>
The Insurer will be entitled to receive the Insurance Premium and
certain other amounts on each Distribution Date as described under
"--Distributions on the Offered Certificates" and to receive amounts on deposit
in the Spread Account as described above under "--Accounts." The Insurer will
not be entitled to reimbursement of any amounts from the Certificateholders. The
Insurer's obligation under the Policy is irrevocable. The Insurer will have no
obligation other than its obligations under the Policy to the Certificateholders
or the Trustee.
In the event that the balance in the Spread Account is reduced to zero
and there has been a default under the Policy, the Trust may depend solely on
current collections on the Receivables to make distributions of principal and
interest on the Offered Certificates. Any reduction in the principal balance of
the Receivables due to losses on the Receivables may also result in a reduction
of the Notional Principal Amount of the Class I Certificates. In addition,
because the market value of motor vehicles generally declines with age and
because of difficulties that may be encountered in enforcing motor vehicle
contracts as described in the Prospectus under "Certain Legal Aspects of the
Receivables," the Servicer may not recover the entire amount due on such
Receivables in the event of a repossession and resale of a Financed Vehicle
securing a Receivable in default. In such event, the Certificateholders may
suffer a corresponding loss. Any such losses would be borne pro rata by the
Class A Certificateholders and Class I Certificateholders. See " --
Distributions on the Offered Certificates."
Rights of the Insurer upon Events of Default, Amendment or Waiver
Upon the occurrence of an Event of Default, the Insurer, or the Trustee
upon the consent of the Insurer, will be entitled to appoint a successor
Servicer. In addition to the events constituting an Event of Default as
described in the Prospectus, the Pooling and Servicing Agreement will also
permit the Insurer to appoint a successor Servicer and to redirect payments made
under the Receivables to the Trustee upon the occurrence of certain additional
events involving a failure of performance by the Servicer or a material
misrepresentation made by the Servicer under the Insurance Agreement.
The Pooling and Servicing Agreement cannot be amended or any provisions
thereof waived without the consent of the Insurer if such amendment or waiver
would have a materially adverse effect upon the rights of the Insurer.
ERISA CONSIDERATIONS
Subject to the considerations set forth under "ERISA Considerations" in
the Prospectus, the Class A Certificates and the Class I Certificates may be
eligible for purchase by an employee benefit plan or an individual retirement
account (a "Plan") subject to Title I of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"). A fiduciary of a Plan must
determine that the purchase of a Class A Certificate or of a Class I
Certificates is consistent with its fiduciary duties under ERISA and does not
result in a nonexempt prohibited transaction as defined in Section 406 of ERISA
or Section 4975 of the Code. For additional information regarding treatment of
the Class A Certificates and the Class I Certificates under ERISA, see "ERISA
Considerations" in the Prospectus.
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions set forth in the
underwriting agreement for the sale of the Offered Certificates, dated June ___,
1998, the Depositor has agreed to sell and each of the underwriters named below
(the "Underwriters") severally agreed to purchase the principal amount of the
Offered Certificates set forth below its name below:
<TABLE>
<CAPTION>
NationsBanc Montgomery Bear, Stearns
Securities LLC & Co. Inc. Total
-------------- ---------- -----
<S> <C> <C> <C>
Principal Amount
of Class A-1 Certificates........ $ $ $
Principal Amount
of Class A-2 Certificates........ $ $ $
Principal Amount
of Class A-3 Certificates........ $ $ $
Principal Amount
of Class A-4 Certificates........ $ $ $
Principal Amount
of Class A-5 Certificates........ $ $ $
Notional Principal Amount
of Class I Certificates.......... $209,333,650.74 $ 0.00 $
</TABLE>
In the underwriting agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all the Offered
Certificates offered hereby if any of the Offered Certificates are purchased.
The Underwriters propose to offer part of the Offered Certificates
directly to the public at the prices set forth on the cover page hereof, and
part to certain dealers at a price that represents a concession not in excess of
______% of the denominations of the Class A-1 Certificates, ______% of the
denominations of the Class A-2 Certificates, ______% of the denominations of the
Class A-3 Certificates, ______% of the denominations of the Class A-4
Certificates, ______% of the denominations of the Class A-5 Certificates or
______% of the gross proceeds of the Class I Certificates. The Underwriters may
allow and such dealers may reallow a concession not in excess of ______% of the
denominations of the Class A-1 Certificates, ______% of the denominations of the
Class A-2 Certificates, ______% of the denominations of the Class A-3
Certificates, ______% of the denominations of the Class A-4 Certificates,
______% of the denominations of the Class A-5 Certificates or ______% of the
gross proceeds of the Class I Certificates to certain other dealers.
The Depositor and UAC have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act.
<PAGE>
The Depositor has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Offered Certificates, as
permitted by applicable laws and regulations. The Underwriters are not
obligated, however, to make a market in the Offered Certificates and any such
market-making may be discontinued at any time at the sole discretion of the
Underwriters. Accordingly, no assurance can be given as to the liquidity of, or
trading markets for, the Offered Certificates.
<PAGE>
LEGAL OPINIONS
Certain legal matters relating to the Offered Certificates will be
passed upon for the Depositor by Barnes & Thornburg, Indianapolis, Indiana, and
for the Underwriters by Cadwalader, Wickersham & Taft. Certain federal income
tax consequences with respect to the Offered Certificates will be passed upon
for the Depositor by Cadwalader, Wickersham & Taft.
[EXPERTS
The financial statements of the Insurer, MBIA Insurance Corporation and
Subsidiaries, as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997 are included herein beginning on page
F-1 and have been audited by Coopers & Lybrand L.L.P., independent certified
public accountants, as set forth in their audit report thereon and are included
in reliance upon the authority of such firm as experts in accounting and
auditing.]
<PAGE>
INDEX OF PRINCIPAL TERMS
TERM PAGE
---- ----
ABS ...................................................... S-24
Available Funds .......................................... S-26
Certificates ........................................... S-3
Certificate Balance........................................ S-5
Class A Certificates .................................. S-3, S-4
Class A Certificateholders ............................. S-4
Class A Monthly Interest ................................. S-27
Class A-1 Certificate Balance.............................. S-4
Class A-1 Certificateholders............................... S-4
Class A-1 Certificates..................................... S-3
Class A-1 Final Scheduled Distribution Date................ S-5
Class A-1 Monthly Interest ............................... S-27
Class A-1 Pass-Through Rate................................ S-4
Class A-2 Certificate Balance.............................. S-5
Class A-2 Certificateholders............................... S-4
Class A-2 Certificates..................................... S-3
Class A-2 Final Scheduled Distribution Date................ S-5
Class A-2 Monthly Interest ............................... S-27
Class A-2 Pass-Through Rate................................ S-5
Class A-3 Certificate Balance.............................. S-5
Class A-3 Certificateholders............................... S-4
Class A-3 Certificates..................................... S-3
Class A-3 Final Scheduled Distribution Date................ S-6
Class A-3 Monthly Interest ............................... S-27
Class A-3 Pass-Through Rate................................ S-5
Class A-4 Certificate Balance.............................. S-5
Class A-4 Certificateholders............................... S-4
Class A-4 Certificates..................................... S-3
Class A-4 Final Scheduled Distribution Date................ S-6
Class A-4 Monthly Interest ............................... S-27
Class A-4 Pass-Through Rate................................ S-5
Class A-5 Certificate Balance.............................. S-5
Class A-5 Certificateholders............................... S-4
Class A-5 Certificates..................................... S-3
Class A-5 Final Scheduled Distribution Date................ S-6
Class A-5 Monthly Interest ............................... S-27
Class A-5 Pass-Through Rate................................ S-5
Class I Certificateholders ............................ S-6
Class I Certificates ................................... S-3, S-6
Class I Monthly Interest ................................. S-28
Class I Pass-Through Rate .............................. S-6
Class IC Certificate ................................... S-1, S-3
Class IC Certificateholder ............................. S-9
Clean-Up Call Date......................................... S-10
Closing Date ........................................... S-3
CMAC....................................................... S-19
Code .................................................... S-30
Companion Component........................................ S-7, S-21
Company.................................................... S-19
<PAGE>
Cutoff Date ......................................... S-3
Defaulted Receivable ................................... S-28
Depositor ........................................... S-1, S-3
Determination Date...................................... S-29
Distribution Date .................................... S-4, S-29
ERISA ............................................... S-11
Financed Vehicles....................................... S-3
Fitch IBCA, Inc......................................... S-20
GAAP.................................................... S-20
Insurance Premium ...................................... S-28
Insurance Agreement .................................... S-10
Insurer ................................................S-1, S-10, S-19
Issuer.................................................. S-3
Legal Investment........................................ S-10
Moody's................................................. S-20
Monthly Interest ...................................... S-28
Monthly Principal ..................................... S-5, S-28
Monthly Servicing Fee................................... S-7
Net Principal Policy Amount............................. S-10, S-29
Notional Principal Amount............................... S-7
Offered Certificates ................................. S-1, S-3
Optional Sale ...................................... S-10
Original Notional Principal Amount...................... S-6
PAC Component........................................... S-7, S-21
Payahead Account ....................................... S-25
Plan .................................................. S-30
Planned Notional Principal Amount....................... S-22
Planned Notional Principal Amount Schedule ............ S-7, S-21
Policy.................................................. S-1, S-9
Policy Amount........................................... S-10
Pool Balance ....................................... S-5
Pooling and Servicing Agreement .................... S-3
Predecessor............................................. S-19
Principal Distribution Sequence......................... S-28
Rating Agency........................................... S-11
Receivables ......................................... S-3
Record Date ......................................... S-4
Required Spread Amount .............................. S-9
SAP..................................................... S-20
Servicer ............................................ S-3
Spread Account.......................................... S-8
Standard & Poor's....................................... S-20
Trust ............................................... S-1, S-3
Trustee ............................................. S-3
UAC ................................................. S-3
UAFC ................................................. S-24
Underwriters .......................................... S-30
<PAGE>
[FINANCIAL STATEMENTS OF INSURER TO BE INCLUDED]
F-1
<PAGE>
[PROSPECTUS SUPPLEMENT FOR GRANTOR TRUST]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus supplement and the accompanying prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
Subject to Completion dated _____________ [YEAR]
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED _____________ [YEAR]
- --------------------------------------------------------------------------------
UACSC [YEAR] - Auto Trust
$ % Class A Automobile Receivable Pass-Through Certificates
$ % Class B Automobile Receivable Pass-Through Certificates
UAC Securitization Corporation
Depositor
Union Acceptance Corporation
Servicer
- --------------------------------------------------------------------------------
The UACSC [YEAR] - Auto Trust (the "Trust") will be formed and will issue
its % Class A Automobile Receivable Pass-Through Certificates (the "Class A
Certificates") and the % Class B Automobile Receivable Pass-Through Certificates
(the "Class B Certificates" and, with the Class A Certificates, the
"Certificates") pursuant to a pooling and servicing agreement dated as of
_________, [YEAR] (the "Pooling and Servicing Agreement") among UAC
Securitization Corporation, as Depositor, Union Acceptance Corporation, as
Servicer, and _____________________, as Trustee.
Principal and interest will be distributed to holders of the Certificates
on the [third business day after the fifth] day of each month (each, a
"Distribution Date"), in the manner and to the extent described herein. The
Class A Certificates will evidence in the aggregate an undivided ownership
interest in approximately _____% of the Trust, and the Class B Certificates will
evidence in the aggregate an undivided ownership interest in approximately ___%
of the Trust. Principal and interest at the applicable Pass-Through Rate
generally will be distributed to Certificateholders on the day of each month,
commencing , 199 . The rights of the Class B Certificateholders to receive
distributions are subordinated to the rights of the Class A Certificateholders
to the extent described herein. The outstanding principal amount, if any, of the
Certificates will be due and payable on (the "Final Scheduled Distribution
Date").
Prospective investors should consider, among other things, the information set
forth under "Risk Factors" on page S-___ of this Prospectus Supplement and page
10 of the Prospectus.
THE CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT INTERESTS IN OR OBLIGATIONS OF UAC SECURITIZATION CORPORATION OR ANY
OF ITS AFFILIATES. NEITHER THE CERTIFICATES NOR THE RECEIVABLES ARE INSURED
OR GUARANTEED BY UAC SECURITIZATION CORPORATION, ANY OF ITS AFFILIATES OR ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Public Underwriting Discounts and Commissions Proceeds to Depositor(1)
<S> <C> <C> <C>
Per Class A Certificate ................ % % %
Per Class B Certificate ................ % % %
Total ........................ $ $ $
</TABLE>
(1) Before deducting expenses, estimated to be $___________________.
The Certificates are offered, subject to prior sale, when, as and if
accepted by the Underwriters, and subject to approval of certain legal matters
by Cadwalader, Wickersham & Taft, counsel for the Underwriters. It is expected
that delivery of the Certificates in book-entry form will be made on or about ,
199 through the facilities of The Depository Trust Company, against payment
therefor in immediately available funds.
_________________, [YEAR]
<PAGE>
The Certificates represent undivided interests in the Trust, the property
of which will include a pool of simple interest and precomputed interest
installment sale and installment loan contracts originated in various states of
the United States (the "Receivables"), security interests in the new and used
automobiles, light trucks and vans financed thereby and certain monies due
thereunder after _________________, [YEAR] (the "Cutoff Date"). The Trustee will
also hold monies on deposit in a Pre-Funding Account, which will be used to
purchase additional Receivables from the Depositor from time to time on or
before _______, [YEAR] . The Trust may also draw on funds on deposit in a Yield
Supplement Account and a Cash Collateral Account, to the extent described
herein, to meet shortfalls in amounts due to Certificateholders on any
Distribution Date. The Yield Supplement Account and the Cash Collateral Account
will be maintained with the Trustee for the benefit of the Certificateholders,
but will not be part of the Trust.
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT
THE OFFERING OF THE CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN THE
PROSPECTUS, AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE CERTIFICATES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS. THIS PROSPECTUS SUPPLEMENT CONTAINS INFORMATION THAT IS
SPECIFIC TO THE TRUST AND THE CERTIFICATES AND, TO THAT EXTENT, SUPPLEMENTS AND
REPLACES THE MORE GENERAL INFORMATION PROVIDED IN THE PROSPECTUS. INFORMATION
CONTAINED IN THIS PROSPECTUS SUPPLEMENT MAY ALSO REFLECT LEGAL, ECONOMIC AND
OTHER DEVELOPMENTS SINCE THE DATE OF THE PROSPECTUS. TO THE EXTENT INFORMATION
IN THIS PROSPECTUS SUPPLEMENT CONFLICTS WITH INFORMATION IN THE PROSPECTUS, THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT SHALL CONTROL.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
Until 90 days after the date of this Prospectus Supplement, all dealers
effecting transactions in the Certificates, whether or not participating in this
distribution, may be required to deliver this Prospectus Supplement and the
Prospectus. This is in addition to the obligation of dealers to deliver this
Prospectus Supplement and the Prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
REPORTS TO CERTIFICATEHOLDERS
Unless and until definitive certificates are issued (which will occur only
under the limited circumstances described herein), ___________ [YEAR], as
Trustee, will provide to Cede & Co., the nominee of The Depository Trust
Company, as registered holder of the Certificates, monthly and annual statements
concerning the Trust and the Certificates. Such statements will not constitute
financial statements prepared in accordance with generally accepted accounting
principles. A copy of the most recent monthly or annual statement concerning the
Trust and the Certificates may be obtained by contacting the Servicer at Union
Acceptance Corporation, 250 North Shadeland Avenue, Indianapolis, Indiana 46219
(telephone (317) 231-2717).
S-2
<PAGE>
TABLE OF CONTENTS
Page
REPORTS TO CERTIFICATEHOLDERS...............................................S-2
SUMMARY OF TERMS ......................................................... S-4
RISK FACTORS ............................................................ S-10
The Pre-Funding Account ............................................ S-10
Conveyance of Subsequent Receivables to the Trust .................. S-10
Certificates Solely Obligations of the Trust..........................S-11
Limited Obligations of the Depositor,
UAFC and the Servicer...............................................S-11
Ratings of the Certificates...........................................S-11
FORMATION OF THE TRUST ................................................... S-12
General...............................................................S-12
The Trustee...........................................................S-12
THE RECEIVABLES POOL ..................................................... S-12
Delinquencies, Repossessions and Net Losses ......................... S-16
YIELD AND PREPAYMENT CONSIDERATIONS ...................................... S-18
General ............................................................. S-18
Mandatory Repurchase..................................................S-18
THE DEPOSITOR AND UAC .................................................... S-19
THE CERTIFICATES ......................................................... S-19
General...............................................................S-19
Distributions ....................................................... S-19
Sale and Assignment of Receivables;
Subsequent Receivables ............................................ S-19
Accounts ............................................................ S-20
Subordination of the Class B Certificates.............................S-21
Advances ............................................................ S-21
Distributions on the Certificates.................................... S-21
ERISA CONSIDERATIONS ..................................................... S-24
UNDERWRITING ............................................................. S-24
LEGAL OPINIONS ........................................................... S-24
INDEX OF PRINCIPAL TERMS ................................................. S-25
S-3
<PAGE>
SUMMARY OF TERMS
This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus Supplement and the
Prospectus. Certain capitalized terms used in this Summary are defined elsewhere
in this Prospectus Supplement on the pages indicated in the "Index of Principal
Terms" or, to the extent not defined herein, have the meanings assigned to such
terms in the Prospectus.
Issuer........................UACSC [YEAR] - Auto Trust.
Depositor.....................UAC Securitization Corporation (the "Depositor").
Servicer......................Union Acceptance Corporation (in its capacity as
servicer, the "Servicer," otherwise "UAC").
Trustee ......................
The Certificates .............The Trust will be formed and will issue the
Certificates on _______, [YEAR] (the "Closing
Date") pursuant to the Pooling and Servicing
Agreement. The Certificates will consist of the
____% Class A Automobile Receivable Pass-Through
Certificates in the aggregate principal amount of
$_____ and the ____% Class B Automobile Receivable
Pass-Through Certificates in the aggregate
principal amount of $_______. The Class A
Certificates will evidence in the aggregate an
undivided ownership interest in approximately
_____% of the Trust (the "Class A Percentage"),
and the Class B Certificates will evidence in the
aggregate an undivided ownership interest in
approximately % of the Trust (the "Class B
Percentage"). The Class B Certificates will be
subordinated to the Class A Certificates to the
extent described herein. See "The Certificates"
herein.
Each of the Certificates will represent a
fractional undivided interest in the Trust. The
Trust assets will include the Receivables, certain
monies due thereunder after the Cutoff Date,
security interests in the related Financed
Vehicles, monies on deposit in the Yield
Supplement Account, the Certificate Account and
the proceeds thereof, any proceeds from claims on
certain insurance policies relating to the
Financed Vehicles or the related Obligors, any
lender's single interest insurance policy, the
Cash Collateral Account, and certain rights under
the Pooling and Servicing Agreement.
Class A Pass-Through Rate.....______% per annum, payable monthly at one-twelfth
the annual rate.
Class B Pass-Through Rate.....______% per annum, payable monthly at one-twelfth
the annual rate.
Distribution Date.............The third business day after the fifth day of the
month following the Record Date, commencing
________, [YEAR].
Monthly Interest..............Interest will be distributable on each
Distribution Date beginning ____________, [YEAR],
to holders of record as of the last day of the
calendar month immediately preceding the calendar
month in which such Distribution Date occurs (the
"Record Date") of (i) the Class A Certificates
(the "Class A Certificateholders") in a maximum
amount equal to the product of 1/12th of ____%
(the "Class A Pass-Through Rate") and the
aggregate outstanding principal balance of the
Class A Certificates (the "Class A Principal
Balance") as of the preceding Distribution Date
(after giving effect to all distributions to
Certificateholders on such date) and (ii) the
Class B Certificates (the "Class B
Certificateholders") in a maximum amount equal to
the product of 1/12th of _____% (the "Class B
Pass-Through Rate") and the aggregate outstanding
principal balance of the Class B Certificates (the
"Class B Principal Balance") as of the preceding
Distribution Date (after giving effect to all
distributions to Certificateholders on such date).
Interest on the Class A Certificates and the Class
B Certificates will be calculated on the basis of
a 360-day year consisting of twelve 30-day months.
See "The Certificates -- Distributions". The
effective yield on the Class A Certificates and
the Class B Certificates will be below that
otherwise produced by the Class A Pass-Through
Rate and the Class B Pass-Through Rate,
respectively, because the distribution of Monthly
Principal and Monthly Interest in respect of any
given month will not be made until on or about the
____ day of the following month. See "Yield and
Prepayment Considerations" herein.
Monthly Principal.............On each Distribution Date, the Trustee will
distribute to the Class A Certificateholders and
the Class B Certificateholders (collectively, the
"Certificateholders") all principal payments on
the Receivables, including full and partial
prepayments received by the Trustee during the
preceding calendar month. Monthly Principal will
be passed through to Certificateholders on each
Distribution Date in a maximum amount equal to the
aggregate outstanding principal amount of the
Receivables (the "Pool Balance") on the last day
of the second preceding calendar month (or, in the
case of the first Distribution Date, as of the
Cutoff Date) less the Pool Balance on the last day
of the immediately preceding calendar month. For
the purpose of determining Monthly Principal, the
unpaid principal balance of a Defaulted Receivable
or a Purchased Receivable will be deemed to be
zero on and after the last day of the calendar
month in which such Receivable becomes a Defaulted
Receivable or a Purchased Receivable, as
applicable.
The weighted average life of the Certificates will
be reduced by full or partial prepayments on the
Receivables (except certain prepayments in respect
of Precomputed Receivables). See "The Certificates
-- Distributions" herein.
The Receivables...............On the Closing Date, the Depositor will convey
Receivables to the Trust (the "Initial
Receivables") having an aggregate principal
balance of approximately $________ as of ______,
[YEAR] (the "Initial Cutoff Date"). The Trust will
acquire the Initial Receivables from the Depositor
pursuant to the Pooling and Servicing Agreement.
In addition, the Depositor will be obligated under
the terms of the Pooling and Servicing Agreement
to sell additional Receivables (the "Subsequent
Receivables") to the Trust (subject only to the
availability thereof) having an aggregate
principal balance equal to approximately $ (the
"Pre-Funded Amount"), and the Trust will be
obligated to purchase the Subsequent Receivables
from the Depositor (subject to the satisfaction of
certain conditions set forth in the Pooling and
Servicing Agreement) prior to the end of the
Funding Period. The Depositor will designate as a
cutoff date (each, a "Subsequent Cutoff Date")
each date as of which particular Subsequent
Receivables are conveyed to the Trust. Each date
during the Funding Period on which Subsequent
Receivables will be conveyed to the Trust is
referred to herein as a "Subsequent Transfer
Date". See "The Certificates -- Sale and
Assignment of Receivables; Subsequent Receivables"
and "The Receivables Pool" herein and "The
Receivables Pools" in the Prospectus.
The Depositor will acquire the Initial Receivables
on or prior to the Closing Date from Union
Acceptance Funding Corporation ("UAFC") pursuant
to a purchase agreement dated as of , 199 (the
"Purchase Agreement") among the Depositor, UAFC
and UAC. UAFC also will be obligated under the
Purchase Agreement to sell the Subsequent
Receivables to the Depositor, for resale by the
Depositor to the Trust. In the Purchase Agreement,
UAC and UAFC will make certain representations and
warranties with respect to the Receivables and UAC
will undertake to repurchase any Receivable with
respect to which an uncured breach of any such
representation or warranty exists if such breach
materially and adversely affects the rights of the
Depositor or its assignee in such Receivable and
if such breach is not cured by UAC or UAFC in a
timely manner. Pursuant to the Pooling and
Servicing Agreement, the Depositor will assign its
rights against UAC and UAFC with respect to any
Receivable of which there exists a breach of any
representation and warranty that materially and
adversely affects the rights of the
Certificateholders. See "The Certificates -- Sale
and Assignment of Receivables; Subsequent
Receivables" herein. None of UAC, UAFC or the
Depositor will have any other obligation with
respect to the Receivables or the Certificates.
The Receivables arise, or will arise, from
Contracts originated or acquired, directly or
indirectly, by UAC from Dealers located in various
states of the United States. The Contracts are
sold in their ordinary course of business by UAC
to UAFC immediately after the origination or
acquisition by UAC. The Initial Receivables have
been selected, and the Subsequent Receivables will
be selected, from the Contracts owned by UAFC
based on the criteria specified in the Pooling and
Servicing Agreement and described herein under
"The Receivables Pool" and in the Prospectus under
"The Receivables Pools". As of the Initial Cutoff
Date, the weighted average Contract Rate of the
Initial Receivables was approximately _____%, the
weighted average remaining term to maturity of the
Initial Receivables was approximately months, and
the weighted average original term to maturity of
the Initial Receivables was approximately months.
No Initial Receivable has, and no Subsequent
Receivable will have, a scheduled maturity later
than (the "Final Scheduled Maturity Date").
Subsequent Receivables may be originated or
acquired by UAC at a later date using credit
criteria that differ from those that were applied
to the Initial Receivables and may be of a
different credit quality and seasoning. In
addition, following the transfer of Subsequent
Receivables to the Trust, the characteristics of
the entire pool of Receivables included in the
Trust may vary significantly from those of the
Initial Receivables. For a description of
provisions for the transfer of Subsequent
Receivables and verification that Subsequent
Receivables conform to the requirements of the
Pooling and Servicing Agreement, see "Risk Factors
-- The Pre-Funding Account", "-- Conveyance of
Subsequent Receivables to the Trust", "The
Receivables Pool" and "The Certificates -- Sale
and Assignment of Receivables; Subsequent
Receivables" herein. See also "Risk Factors --
Sale of Subsequent Receivables," and "Description
of the Transfer and Servicing Agreements -- Sale
and Assignment of Receivables" in the Prospectus.
Pre-Funding Account ..........During the period (the "Funding Period") from and
including the Closing Date until the earliest to
occur of (a) the date on which the amount on
deposit in the Pre-Funding Account is equal to
$_______ or less, (b) the occurrence of an Event
of Default under the Pooling and Servicing
Agreement, (c) the occurrence of certain events of
insolvency with respect to the Depositor or the
Servicer or (d) the [third] Distribution Date, the
Pre-Funded Amount will be maintained in an account
(the "Pre-Funding Account") in the name of the
Trustee. The Funding Period will not be more than
three calendar months. The Pre- Funded Amount
initially will equal $_________ and, during the
Funding Period, will be reduced by the amount
thereof used to purchase
Subsequent Receivables in accordance with the
Pooling and Servicing Agreement. See "Description
of the Transfer and Servicing Agreements -- Trust
Accounts -- Pre-Funding Account" in the Prospectus
and "The Certificates -- Sale and Assignment of
Receivables; Subsequent Receivables" herein.
Funds on deposit in the Pre-Funding Account during
the Funding Period will be invested by the Trustee
in Eligible Investments, provided, however, that
such funds will not be invested in money market
funds unless the Trustee receives an opinion of
counsel to the effect that such an investment in
money market funds would not require the Trust to
register as an investment company under the
Investment Company Act of 1940. Eligible
Investments held in the Pre-Funding Account will
be required to mature not later than the business
day preceding the next scheduled Distribution Date
or the next Subsequent Transfer Date within the
Funding Period identified by the Depositor. Any
Investment Income with respect to such Eligible
Investments will be transferred from the
Pre-Funding Account to the Certificate Account on
each Distribution Date and will be included in
Available Funds for such Distribution Date. Any
Pre-Funded Amount remaining at the end of the
Funding Period will be payable to the
Certificateholders. The Certificates will be
prepaid, in part, pro rata on the basis of their
initial principal amounts, on the Distribution
Date on or immediately following the last day of
the Funding Period in the event that any amount
remains on deposit in the Pre-Funding Account
after giving effect to the purchase of all
Subsequent Receivables, including any such
purchase on such date. The aggregate principal
amount of Certificates to be prepaid will be an
amount equal to the amount then on deposit in the
Pre-Funding Account. Such pre-payment will reduce
the Certificateholders' outstanding principal
balance and anticipated yield. See "Risk Factors
-- The Pre-Funding Account" and "The Certificates
-- Sale and Assignment of Receivables; Subsequent
Receivables" herein. See also "Description of the
Transfer and Servicing Agreements -- Accounts" in
the Prospectus.
Subordination.................The rights of the Class B Certificateholders to
receive distributions to which they would
otherwise be entitled with respect to the
Receivables are subordinated to the rights of the
Class A Certificateholders, as described more
fully herein. See "The Certificates --
Distributions" and "-- Subordination of the Class
B Certificates; Cash Collateral Account" herein.
Cash Collateral
Account ....................The Depositor will establish the Cash Collateral
Account on the Closing Date and will deposit in
such account an amount equal to ____% of the sum
of the initial Class A Principal Balance and the
Class B Principal Balance (collectively, the
"Certificate Principal Balance"). On each
Distribution Date thereafter, the Servicer will
deposit into the Cash Collateral Account any
amounts remaining in the Certificate Account after
the payment on such date of every other obligation
of the Trust. The Trustee will withdraw funds from
the Cash Collateral Account on each Distribution
Date to the extent of any shortfall in the Monthly
Interest and Monthly Principal. Any amount on
deposit in the Cash Collateral Account on any
Distribution Date in excess the Required Cash
Collateral Amount after all other required
deposits thereto and withdrawals therefrom have
been made, will be distributed to the Depositor.
Any amount so distributed to the Depositor will no
longer be an asset of the Trust. The "Required
Cash Collateral Amount" with respect to any
Distribution Date will equal _____% of the
Certificate Principal Balance.
While it is intended that the amount on deposit in
the Cash Collateral Account grow over time,
through the deposit thereto of the excess
collections, if any, on the Receivables, to the
Required Cash Collateral Amount, there can be no
assurance that such growth will actually occur.
See "The Certificates -- Accounts" herein.
The Cash Collateral Account will be maintained
with the Trustee as a segregated trust account for
the benefit of Certificateholders, but will not be
part of the Trust.
Optional Purchase ............The Servicer may purchase all of the Receivables
(referred to herein as an "Optional Purchase") as
of the last day of any Collection Period, at a
purchase price equal to the fair market value of
the Receivables (but not less than their aggregate
outstanding principal balance plus accrued and
unpaid interest thereon), if the Certificate
Principal Balance as of the following Distribution
Date will equal 10% or less of the initial
Certificate Principal Balance.
Tax Status .................. In the opinion of Federal Tax Counsel, the Trust
will be treated as a grantor trust for federal
income tax purposes and will not be subject to
federal income tax. Owners of beneficial interests
in the Certificates will report their pro rata
share of all income earned on the Receivables
(other than amounts, if any, treated as "stripped
coupons") and, subject to certain limitations in
the case of such owners who are individuals,
trusts or estates, may deduct their pro rata share
of reasonable servicing and other fees.
See "Certain Federal Income Tax Consequences" in
the Prospectus for additional information
concerning the application of federal income tax
laws to the Trust and the Certificates.
ERISA Considerations..........Subject to the considerations discussed under
"ERISA Considerations" herein and in the
Prospectus, the Class A Certificates may be
eligible for purchase by employee benefit plans
subject to the Employee Retirement Income Security
Act of 1974, as amended. See "ERISA
Considerations" herein and in the Prospectus.
Because the Class B Certificates are subordinated
to the Class A Certificates, the Class B
Certificates may not be purchased by Plans.
Ratings of the Certificates ..It is a condition to the issuance of the
Certificates that the Class A Certificates be
rated at least _______ and the Class B
Certificates be rated at least _______ by at least
______ nationally recognized statistical rating
agencies. A rating is not a recommendation to
purchase, hold or sell the Certificates, inasmuch
as such rating does not comment as to market price
or suitability for a particular investor. The
ratings address the likelihood that principal of
and interest on the Certificates will be paid
pursuant to their terms. There can be no assurance
that a rating will not be lowered or withdrawn by
a rating agency if circumstances so warrant. See
"Risk Factors -- Ratings of the Certificates"
herein.
S-4
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus
Supplement and the Prospectus, prospective investors should carefully consider
the following risk factors and those discussed in the Prospectus under the
heading "Risk Factors" before investing in the Certificates.
The Pre-Funding Account
On the Closing Date, the Depositor will deposit the Pre-Funded Amount
to the Pre-Funding Account. The Pre-Funding Account will be maintained as an
Eligible Deposit Account. The Pre-Funded Amount will be used only to purchase
Subsequent Receivables. Prior to their withdrawal from the Pre-Funding Account
as payment for Subsequent Receivables, funds on deposit in the Pre-Funding
Account will be invested in Eligible Investments, and any investment income
thereon will be included on the following Distribution Date as part of Available
Funds. Any amounts remaining in the Pre-Funding Account at the end of the
Funding Period will be distributed pro rata to Certificateholders as a
prepayment of principal of the Certificates. Such prepayment will reduce the
Certificateholder's outstanding principal balance and anticipated yield. See
"Yield and Prepayment Considerations -- Mandatory Repurchase" herein and
"Description of the Transfer and Servicing Agreements -- Pre-Funding Account" in
the Prospectus. The amounts on deposit may be invested in Eligible Investments,
provided, however, that such funds will not be invested in money market funds
unless the Trustee receives an opinion of counsel to the effect that such an
investment in money market funds would not require the Trust to register as an
investment company under the Investment Company Act of 1940.
Conveyance of Subsequent Receivables to the Trust
On the Closing Date, the Depositor will convey to the Trust
approximately $__________ of Initial Receivables and the approximately
$_________ Pre-Funded Amount on deposit in the Pre-Funding Account. If the
principal amount of eligible Receivables originated or acquired by UAC and sold
to UAFC prior to the termination of the Funding Period is less than the
Pre-Funded Amount, UAFC will have insufficient Receivables to sell to the
Depositor, and the Depositor will have insufficient Receivables to sell to the
Trust, thereby resulting in a prepayment of principal to the Certificateholders
as described below. In addition, any conveyance of Subsequent Receivables is
subject to the satisfaction, on or before the related Subsequent Transfer Date,
of the following conditions, among others: (i) each such Subsequent Receivable
shall satisfy the eligibility criteria specified in the Pooling and Servicing
Agreement and shall not have been selected from among such eligible Receivables
in a manner that UAFC or the Depositor deems adverse to the interests of the
Certificateholders; (ii) as of the related Subsequent Cutoff Date, the
Receivables in the Trust at that time, including the Subsequent Receivables to
be conveyed by the Depositor to the Trust as of such Subsequent Cutoff Date,
must satisfy the parameters described under "The Receivables Pool" herein and
under "The Receivables Pools" in the Prospectus; (iii) UAFC shall have executed
and delivered to the Depositor, and the Depositor shall have executed and
delivered to the Trustee, a written assignment (including a schedule identifying
such Subsequent Receivables) conveying such Subsequent Receivables to the
Depositor and the Trust, respectively. In addition, the conveyance of the
Subsequent Receivables to the Trust will also be subject to the satisfaction of
the following requirements within days after the termination of the Funding
Period: (a) the Depositor shall deliver certain opinions of counsel to the
Trustee and the Rating Agencies with respect to the validity of the conveyance
of the Subsequent Receivables to the Trust; (b) the Trustee shall receive
written confirmation from a firm of certified public accountants that the
Receivables, including the Subsequent Receivables, meet the criteria described
herein under "The Receivables Pool" and in the Prospectus under "The Receivables
Pools"; and (c) the Rating Agencies shall have notified the Depositor in writing
that, following the conveyance of the Subsequent Receivables to the Trust, the
Certificates will continue to be rated by such Rating Agencies in the same
rating categories in which they were rated on the Closing Date. Such
confirmation of the ratings of the Certificates may depend on factors other than
the characteristics of the Subsequent Receivables, including the delinquency,
repossession and net loss experience on the automobile, light truck and van
receivables in the portfolio serviced by UAC.
S-5
<PAGE>
UAC will immediately repurchase from the Trust any Subsequent
Receivable that fails to satisfy the conditions listed in the preceding
paragraph, at a purchase price equal to the Purchase Amount therefor.
To the extent that amounts on deposit in the Pre-Funding Account have
not been fully applied to the purchase of Subsequent Receivables by the Trust by
the end of the Funding Period, the Certificateholders will receive a prepayment
of principal in an amount equal to the Pre-Funded Amount remaining in the
Pre-Funding Account following the purchase of all Subsequent Receivables. It is
anticipated that the principal amount of the Subsequent Receivables sold to the
Trust will not be exactly equal to the amount on deposit in the Pre-Funding
Account and, therefore, that there will be at least a nominal amount of
principal prepaid to the Certificateholders. See "Yield and Prepayment
Considerations -- Mandatory Repurchase".
Each Subsequent Receivable, at the time it is conveyed to the Trust,
must satisfy the eligibility criteria specified in the Pooling and Servicing
Agreement. However, Subsequent Receivables may have been originated or acquired
by UAC and sold to UAFC at a later date using credit criteria different from
those that were applied to the Initial Receivables and may be of a different
credit quality and seasoning. Therefore, following the transfer of Subsequent
Receivables to the Trust, the characteristics of the entire Receivables Pool
included in the Trust may vary significantly from those of the Initial
Receivables. See "The Receivables Pool" and "The Certificates -- Sale and
Assignment of Receivables; Subsequent Receivables" herein and "The Receivables
Pools" in the Prospectus.
Certificates Solely Obligations of the Trust
The Certificates are interests in the Trust only and do not represent
the obligation of any other person. The Trustee will withdraw funds from the
Cash Collateral Account, up to the full balance of the funds on deposit in such
account, in the event that sufficient funds are not available in accordance with
the Pooling and Servicing Agreement to distribute Monthly Interest and Monthly
Principal and to pay the Servicing Fee on any Distribution Date. The Cash
Collateral Account is initially _____% of the Certificate Principal Balance and
is intended to increase over time to _____% of the Certificate Principal
Balance. There is no assurance that such growth will occur or that the balance
in the Cash Collateral Account will always be sufficient to assure payment in
full of Monthly Principal and Monthly Interest on the Certificates. In the event
the amount on deposit in the Cash Collateral Account is reduced to zero, losses
on the Receivables will be borne directly first by Class B Certificateholders
until the Class B Principal Balance is reduced to zero, and then by Class A
Certificateholders. See "The Receivables Pool -- Delinquencies, Repossession and
Net Losses" and "The Certificates -- Cash Collateral Account".
Limited Obligations of the Depositor, UAFC and the Servicer
None of the Depositor, UAFC or the Servicer is generally obligated to
make any payments in respect of the Certificates or the Receivables; however, if
UAC were to cease acting as Servicer, delays in processing payments on the
Receivables and information in respect thereof could occur and result in delays
in payment to the Certificateholders. In addition, UAC and UAFC make certain
representations and warranties with respect to the Receivables and, in the event
of a breach of any such representation or warranty that materially and adversely
affects the rights of the Certificateholders in a Receivable, UAC is obligated
under the Purchase Agreement and the Pooling and Servicing Agreement to
repurchase such Receivable from the Trust at a repurchase price equal to the
Purchase Amount thereof. See "The Certificates -- Sale and Assignment of
Receivables; Subsequent Receivables" herein and "Description of the Transfer and
Servicing Agreements -- Sale and Assignment of Receivables" in the Prospectus.
Ratings of the Certificates
As a condition to the issuance of the Offered Certificates, the Class A
Certificates must be rated at least ______, and the Class B Certificates must be
rated at least ______, by at least _____ nationally recognized rating agency. A
rating is not a recommendation to purchase, hold or sell the Certificates,
inasmuch as a rating does not comment as to market price or suitability for a
particular investor. The ratings of the Certificates address the likelihood of
the timely payment of interest on, and the ultimate repayment of principal of,
the Certificates pursuant to their terms. There can be no assurance that a
rating will remain for any given period of time or that a
S-6
<PAGE>
rating will not be lowered or withdrawn entirely by a Rating Agency if in its
judgment circumstances in the future so warrant. In the event that a rating is
subsequently lowered or withdrawn, no person or entity will be required to
provide any additional credit enhancement. The ratings of the Class A
Certificates are based primarily on the credit quality of the Receivables, the
subordination of the Class B Certificates and the availability of funds in the
Cash Collateral Account, and the ratings of the Class B Certificates are based
primarily on the credit quality of the Receivables and the availability of funds
in the Cash Collateral Account.
FORMATION OF THE TRUST
General
The Depositor will establish the Trust by selling and assigning the
Trust property, as described below, to the Trustee in exchange for the
Certificates. The Servicer will service the Receivables pursuant to the Pooling
and Servicing Agreement and will be compensated for acting as the Servicer. See
"Description of the Transfer and Servicing Agreements -- Servicing Compensation
and Payment of Expenses" in the Prospectus. To facilitate servicing and to
minimize administrative burden and expense, the Servicer will be appointed
custodian of the Receivables and the related documents by the Trustee, but will
not stamp the Receivables to reflect the sale and assignment of the Receivables
to the Trust or amend the certificates of title of the Financed Vehicles. In the
absence of amendments to the certificates of title, the Trustee may not have
perfected security interests in the Financed Vehicles securing the Receivables
in some states. See "Risk Factors -- Certain Legal Aspects -- Security Interests
in Financed Vehicles" and "Certain Legal Aspects of the Receivables" in the
Prospectus. Under the terms of the Pooling and Servicing Agreement, UAC may
delegate its duties as Servicer and custodian; however, any such delegation will
not relieve UAC of its liability and responsibility with respect to such duties.
If the protection provided to Certificateholders by the Cash Collateral
Account and, in the case of the Class A Certificateholders, the subordination of
the Class B Certificates is insufficient, the Trust will look only to the
Obligors on the Receivables and the proceeds from the repossession and sale of
Financed Vehicles that secure Defaulted Receivables to fund distributions of
principal and interest on the Certificates. In such event, certain factors, such
as the Trust's not having first priority perfected security interests in some of
the Financed Vehicles, may affect the Trust's ability to realize on the
collateral securing the Receivables and thus may reduce the proceeds to be
distributed to Certificateholders with respect to the Certificates. See "The
Certificates -- Distributions" and "-- Subordination of the Class B
Certificates; Cash Collateral Account" herein and "Certain Legal Aspects of the
Receivables" in the Prospectus.
Each Certificate represents a fractional undivided ownership interest in
the Trust. The Trust property includes the Contracts transferred by the
Depositor to the Trust and certain payments due thereunder after the Cutoff
Date. The Trust property also includes (i) such amounts as from time to time may
be held in the Certificate Account; (ii) the right to draw on funds on deposit
in the Cash Collateral Account, the Payahead Account and the Yield Supplement
Account, to the extent described herein, (iii) security interests in the
Financed Vehicles and any accessions thereto; (iv) the rights to proceeds with
respect to the Receivables from claims on physical damage, credit life and
disability insurance policies covering the Financed Vehicles or the Obligors, as
the case may be, and any lender's single interest insurance policy; (v) any
property that shall have secured a Receivable and that shall have been acquired
by the Trustee; (vi) the Pre-Funding Account; and (vii) any and all proceeds of
the foregoing. The Cash Collateral Account and the Yield Supplement Account will
be maintained by the Trustee for the benefit of the Certificateholders, but will
not be part of the Trust. The assets of the Trust will not include, and the
Certificateholders will have no interest in, any contract between UAC or the
Predecessor and any Dealer establishing "dealer reserves" or any right pursuant
to any such contract to recapture dealer reserves.
S-7
<PAGE>
The Trustee
__________________________ is Trustee under the Pooling and Servicing Agreement.
______________________________ is a ____________________________________ banking
corporation, and its principal offices are located at _________________________.
The Depositor and its affiliates may maintain normal commercial banking
relations with the Trustee and its affiliates.
THE RECEIVABLES POOL
The pool of Receivables conveyed to the Trust (the "Receivables Pool") will
include the Initial Receivables purchased as of the Initial Cutoff Date and any
Subsequent Receivables purchased as of the applicable Subsequent Cutoff Dates.
The Initial Receivables were, and the Subsequent Receivables were or will
be, selected from UAFC's portfolio for purchase by the Depositor by several
criteria, including that each Receivable: (i) had or will have an original
number of payments of not more than _____ payments and not less than _____
payments, (ii) had or will have a remaining maturity of not more than _____
months and not less than _____ months, (iii) provided or will provide for level
monthly payments that fully amortize the amount financed over the original term,
(iv) had or will have a Contract Rate (exclusive of prepaid finance charges) of
not less than _____%, and (v) was not or will not be more than _____ days past
due as of the Cutoff Date. The weighted average remaining maturity of the
Initial Receivables will be months as of the Initial Cutoff Date.
Approximately _____________% of the Initial Receivables are simple interest
contracts which provide for equal monthly payments. Approximately ________% of
the aggregate principal balance of the Initial Receivables as of the Initial
Cutoff Date are Precomputed Receivables (as defined in the Prospectus)
originated in ____________________. All of such Precomputed Receivables are Rule
of 78's Receivables (as defined in the Prospectus). Approximately ______% of the
aggregate principal balance of the initial Cutoff Date represent financing of
new vehicles; the remainder of the Initial Receivables represent financing of
used vehicles.
Initial Receivables representing more than 10% of the aggregate principal
balance of the Receivables as of the Cutoff Date were originated in metropolitan
areas in each of the States of __________, ____________, __________ and
______________. The performance of the Receivables in the aggregate could be
adversely affected in particular by the development of adverse economic
conditions in such metropolitan areas.
The obligation of the Trust to purchase Subsequent Receivables on a
Subsequent Transfer Date will be subject to the following criteria: [specify
applicable criteria]. In addition, such obligation will be subject to the
Receivables (including the Subsequent Receivables to be transferred to the Trust
on such Subsequent Transfer Date) having a weighted average remaining term not
greater than _____ months. Such criteria will be based on the characteristics of
the Initial Receivables on the Initial Cutoff Date and any Subsequent
Receivables on the related Subsequent Cutoff Date.
The Initial Receivables will represent approximately _____% of the
aggregate initial principal balance of the Certificates. However, except for the
criteria described in the preceding paragraphs, there will be no required
characteristics of the Subsequent Receivables. Therefore, following the transfer
of Subsequent Receivables to the Trust, the aggregate characteristics of the
entire Receivables Pool, including the composition of the Receivables, the
distribution by Contract Rate and the geographic distribution, may vary
significantly from those of the Initial Receivables. The composition,
distribution by Contract Rate and geographic distribution of the Initial
Receivables as of the Initial Cutoff Date are as set forth in the following
tables.
S-8
<PAGE>
Composition of the Initial Receivables as of the Initial Cutoff Date
<TABLE>
<CAPTION>
Aggregate Original Weighted
Number of Principal rincipal Average
Receivables Balance PBalance Rate
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C>
New Automobiles and Light-Duty Trucks..............
Used Automobiles and Light-Duty Trucks.............
New Vans (1).......................................
Used Vans (1)......................................
------------ ----------- ---------- ------------
All Receivables....................................
============ =========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Weighted Weighted Percent of Scheduled
Average Average Aggregate Weighted
Remaining Original Principal Average
Term (2) Term (2) Balance (3) Life (2)
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
New Automobiles and Light-Duty Trucks..............
Used Automobiles and Light-Duty Trucks.............
New Vans (1).......................................
Used Vans (1)......................................
------------ ----------- ----------- -----------
All Receivables....................................
============ =========== =========== ===========
</TABLE>
- -----------------
(1) References to vans include minivans and van conversions.
(2) Based on scheduled maturity and assuming no prepayments of the Receivables.
(3) Sum may not equal 100% due to rounding.
Geographic Distribution of the Initial
Receivables as of the Initial Cutoff Date
Percent of Aggregate
State (1)(2) Principal Balance (3)
- ------------ ---------------------
(1) Based on address of the Dealer selling the related Financed Vehicle.
(2) Receivables originated in Ohio were solicited by Dealers for direct
financing by UAC [or the Predecessor.] All other Receivables were
originated by Dealers and purchased from such Dealers by UAC [or the
Predecessor].
(3) Percentages may not add to 100.0% because of rounding.
S-9
<PAGE>
Distribution of Initial Receivables Vehicles by Model Year
<TABLE>
<CAPTION>
Percentage Principal
Number of of Total (1) Balance as of Percentage
Model Year Receivables Cut Off Date of Total (1)
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
....................................
------------- ------------ -------------- --------------
Total...................................
============= ============ ============== ==============
</TABLE>
- ------------------------
(1) Sum may not equal 100% due to rounding.
Distribution of the Initial Receivables by
Contract Rate as of the Initial Cutoff Date
<TABLE>
<CAPTION>
Percentage
Aggregate Average of Aggregate
Number of Principal Principal Principal
Contract Rate Range Receivables Balance Balance Balance(1)
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
to %.........................
------------- ------------ -------------- --------------
to %.........................
============= ============ ============== ==============
- ------------------------
</TABLE>
(1) Sum may not equal 100% due to rounding.
S-10
<PAGE>
Distribution of the Initial Receivables by
Remaining Term as of the Initial Cutoff Date
<TABLE>
<CAPTION>
Percentage of
Aggregate Average Aggregate
Remaining Scheduled Number of Principal Principal Principal
Term Range Receivables Balance Balance Balance (1)
- --------------------------
------------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
to months......................
to months......................
to months......................
to months......................
to months......................
to months......................
to months......................
to months......................
to months......................
------------- ------------ ------------ -----------------
Total......................................
============= ============ ============ =================
</TABLE>
- ------------------------
(1) Sum may not equal 100% due to rounding.
Delinquencies, Repossessions and Net Losses
Set forth below is certain information concerning the experience of UAC and
the Predecessor pertaining to delinquencies, repossessions, and net losses on
fixed rate retail automobile, light truck and van receivables serviced by UAC
and the Predecessor. There can be no assurance that the delinquency,
repossession, and net loss experience on the Receivables will be comparable to
that set forth below.
<TABLE>
<CAPTION>
At June 30,
1995 1996 1997
---------------------- ----------------------- ----------------------
(Dollars in thousands)
Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Servicing portfolio .... 117,837 $1,159,349 147,722 $1,548,538 173,693 $1,860,272
------- ---------- ------- ---------- ------- ----------
Delinquencies
30-59 days .......... 1,169 $ 12,097 1,602 $ 17,030 2,487 $ 27,373
60-89 days .......... 377 4,124 694 7,629 1,646 18,931
90 days or more ..... 0 0 333 3,811 723 8,826
------- ---------- ------- ---------- ------- ----------
Total delinquencies .... 1,546 $ 16,221 2,629 $ 28,470 4,856 $ 55,130
======= ========== ======= ========== ======= ==========
Total delinquencies as a
percent of servicing
portfolio ......... 1.31% 1.40% 1.78% 1.84% 2.80% 2.96%
</TABLE>
<PAGE>
At ____________, At ____________,
199___ 199___
------------------------- ----------------------
(Dollars in thousands)
Number of Number of
Receivables Amount Receivables Amount
----------- ------ ----------- ------
Servicing portfolio .... $ $
------- ---------- ------- ----------
Delinquencies
30-59 days .......... $ $
60-89 days ..........
90 days or more .....
------- ---------- ------- ----------
Total delinquencies .... $ $
======= ========== ======= ==========
Total delinquencies as a
percent of servicing
portfolio ......... % % % %
<PAGE>
<TABLE>
<CAPTION>
Credit Loss Experience (1)
Year ended June 30,
1995 1996 1997
------------------------ ----------------------- ------------------------
(Dollars in thousands)
Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Avg. servicing
portfolio(2)............ 104,455 $982,875 132,363 $1,343,770 164,858 $1,759,666
------- -------- ------- ---------- ------- ----------
Gross charge-offs ........... 3,493 $ 28,628 3,663 $ 40,815 6,280 $ 70,830
Recoveries (3) .............. 15,258 19,543 28,511 8,134 8,527 16,661
-------- ---------- ----------
Net losses .................. $ 13,370 $ 21,272 $ 42,319
======== ========== ==========
Gross charge-offs as a %
of avg. servicing
portfolio(4) ............. 3.34% 2.91% 2.77% 3.04% 3.81% 4.03%
Recoveries as a % of gross
charge-offs .............. 53.30% 47.88% 40.25%
Net losses as a % of avg
servicing portfolio(4) ... 1.36% 1.58% 2.40%
</TABLE>
<TABLE>
<CAPTION>
________ Months Ended _____ Months Ended ____ Months Ended
_____________, 199__ (5) __________, 199__ (5) __________, 199____ (5)
------------------------- ------------------------ --------------------------
(Dollars in thousands)
Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Avg. servicing
portfolio(2)............ $ $ $
------- ---------- ------- ---------- ------- ----------
Gross charge-offs ........... $ $ $
Recoveries (3) ..............
---------- ---------- ----------
Net losses .................. $ $ $
========== ========== ==========
Gross charge-offs as a %
of avg. servicing
portfolio(4) ............. % % % % % %
Recoveries as a % of gross
charge-offs .............. % % %
Net losses as a % of avg
servicing portfolio(4) ... % % %
</TABLE>
- -----------
<PAGE>
(1) There is generally no recourse to Dealers under any of the receivables in
the portfolio serviced by UAC or the Predecessor, except to the extent of
representations and warranties made by Dealers in connection with such
receivables.
(2) Equals the monthly arithmetic average, and includes receivables sold in
prior securitization transactions.
(3) In fiscal 1995, the method by which recoveries are stated was changed.
Currently, recoveries include recoveries on receivables previously charged
off, cash recoveries and unsold repossessed assets carried at fair market
value. Under the previous method, reported recoveries excluded unsold
repossessed assets carried at fair market value. Prior period credit loss
experience has been restated to conform to current period classifications.
(4) Variation in the size of the portfolio serviced by UAC will affect the
percentages in "Gross charge-offs as a percentage of average servicing
portfolio" and "Net losses as a percentage of average servicing portfolio."
(5) Percentages are annualized in "Gross charge-offs as a percentage of average
servicing portfolio" and "Net losses as a percentage of average servicing
portfolio" for partial years.
S-11
<PAGE>
[Discussion of Delinquencies and Credit Loss Experience]
[To be updated for current information]
S-12
<PAGE>
YIELD AND PREPAYMENT CONSIDERATIONS
General
Monthly Interest (as defined herein) on the Receivables will be
distributed to Certificateholders on each Distribution Date to the extent of the
Pass-Through Rate applied to the Class A Certificate Principal Balance or Class
B Certificate Principal Balance, as applicable, as of the preceding Distribution
Date or the Closing Date, as applicable (after giving effect to distributions of
principal on such preceding Distribution Date). See "The Certificates --
Distributions". In the event of a full or partial prepayment on a Receivable,
Certificateholders will receive interest for the full month of such prepayment
either through the distribution of interest paid on other Receivables or
withdrawal from the Cash Collateral Account.
Although the Receivables will have different Contract Rates, each
Receivable's Contract Rate generally will exceed the sum of (a) the initial
weighted average of the Class A Pass-Through Rate and the Class B Pass-Through
Rate and (b) the per annum rate used to calculate the Servicing Fee. The
Contract Rate on certain of the Receivables, however, will be less than the
weighted average of the Class A Pass-Through Rate and the Class B Pass-Through
Rate plus the per annum rate used to calculate the Servicing Fee. For such
Receivables, amounts on deposit in the Yield Supplement Account will be used to
cover resulting shortfalls with respect to Monthly Interest and the Servicing
Fee. See "The Certificates -- Accounts". The availability of amounts on deposit
in the Yield Supplement Account reduces
S-13
<PAGE>
the likelihood that disproportionate rates of prepayments between Receivables
with higher and lower Contract Rates will affect the ability of the Trust to
distribute Monthly Interest to Certificateholders.
The effective yield to Certificateholders will be below the yield
otherwise produced by the Pass-Through Rate because the distribution of Monthly
Principal and Monthly Interest in respect of any given month will not be made
until the related Distribution Date, which will not be earlier than the day of
the following month.
Mandatory Repurchase
Cash distributions to Certificateholders will be made, on a pro rata
basis, on the Distribution Date on or immediately following the last day of the
Funding Period in the event that funds remain on deposit in the Pre-Funding
Account after giving effect to the purchase of all Subsequent Receivables,
including any such purchase on such date.
THE DEPOSITOR AND UAC
UAC currently acquires loans from over 3,300 manufacturer franchised
automobile dealerships in 30 states. UAC is an Indiana corporation, formed in
December 1993 by UAC's predecessor, Union Federal Savings Bank of Indianapolis
(the "Predecessor") to succeed to the Predecessor's indirect automobile finance
business which the Predecessor had operated since 1986. UAC began purchasing and
originating receivables in April 1994. For the fiscal years ended June 30, 1994,
1995, 1996 and 1997 UAC and/or the Predecessor acquired prime loans aggregating
$615 million, $767 million, $995 million and $1,076 million, respectively,
representing annual increases of 25%, 30% and 8%, respectively. Of the $1.9
billion of loans in the servicing portfolio of UAC (consisting of the principal
balance of loans held for sale and securitized loans) at June 30, 1997,
approximately 75.43% represented loans on used cars and approximately 24.57%
represented loans on new cars.
Additional information regarding UAC and the Depositor is set forth
under "Union Acceptance Corporation and Affiliates" in the Prospectus.
THE CERTIFICATES
General
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement. Copies of the Pooling and Servicing Agreement (without exhibits) may
be obtained by Certificateholders upon request in writing to the Servicer at the
address set forth herein under "Reports to Certificateholders". Citations to the
relevant sections of the Pooling and Servicing Agreement appear below in
parentheses. The following summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Pooling and
Servicing Agreement.
Distributions
In general, it is intended that the Trustee distribute to the Class A
Certificateholders and the Class B Certificateholders on each Distribution Date
the aggregate principal payments, including full and partial prepayments (except
certain prepayments in respect of Precomputed Receivables as described below
under "-- Accounts") received on the Receivables during the related Collection
Period, plus a full month's interest at the Class A Pass-Through Rate or the
Class B Pass-Through Rate, as applicable, payable monthly at one-twelfth the
annual rate, calculated on the basis of a 360-day year consisting of twelve
30-day months. (Section .) The Class A Certificates are entitled to a certain
priority, relative to the Class B Certificates, in right of distributions on the
Receivables. See "-- Distributions on the Certificates". Interest to
Certificateholders may be provided by a payment made by or on behalf of the
Obligor, by an Advance made by the Servicer to cover an Interest Shortfall, by a
withdrawal from the Cash Collateral Account to cover an Interest Shortfall, and,
in respect of certain Receivables, by the withdrawal of the Yield Supplement
Amount from the Yield Supplement Account. See "-- Sale and Assignment of
Receivables; Subsequent Receivables" and "-- Accounts" herein.
S-14
<PAGE>
Sale and Assignment of Receivables; Subsequent Receivables
Certain information with respect to the conveyance of the Initial
Receivables from UAFC to the Depositor, and from the Depositor to the Trust, on
the Closing Date pursuant to the Purchase Agreement and the Pooling and
Servicing Agreement, respectively, is set forth under "The Transfer and
Servicing Agreements -- Sale and Assignment of the Receivables" in the
Prospectus. In addition, during the Funding Period, pursuant to the Pooling and
Servicing Agreement, UAFC will be obligated to sell to the Depositor and the
Depositor will be obligated to sell to the Trust, Subsequent Receivables having
an aggregate principal balance equal to approximately $ (such amount being equal
to the initial Pre-Funded Amount) to the extent that such Subsequent Receivables
are available.
During the Funding Period on each Subsequent Transfer Date, subject to
the conditions described below, UAFC will sell and assign to the Depositor, and
the Depositor will sell and assign to the Trust, without recourse, their
S-15
<PAGE>
respective interests in the Subsequent Receivables. The Subsequent Receivables
will be designated by UAFC as of the related Subsequent Cutoff Date and
identified in a schedule attached to a subsequent transfer assignment relating
to such Subsequent Receivables, which will be executed and delivered on such
date by the Depositor for delivery to the Trustee pursuant to the Pooling and
Servicing Agreement.
Any conveyance of Subsequent Receivables is subject to the
satisfaction, on or before the related Subsequent Transfer Date, of the
following conditions precedent, among others: (i) each such Subsequent
Receivable must satisfy the eligibility criteria specified in the Pooling and
Servicing Agreement and shall not have been selected from among such eligible
Receivables in a manner that UAFC or the Depositor deems adverse to the
interests of the Certificateholders; (ii) as of the related Subsequent Cutoff
Date, the Receivables in the Trust at that time, including the Subsequent
Receivables to be conveyed by the Depositor as of such Subsequent Cutoff Date,
will satisfy the parameters described under "The Receivables Pool" herein and
under "The Receivables Pools" in the Prospectus; and (iii) UAFC shall have
executed and delivered to the Depositor, and the Depositor shall have executed
and delivered to the Trustee, a written assignment conveying such Subsequent
Receivables to the Depositor and the Trust, respectively (including a schedule
identifying such Subsequent Receivables). Moreover, any such conveyance of
Subsequent Receivables will also be subject to the satisfaction of the following
requirements within days after the termination of the Funding Period: (a) the
Depositor must deliver certain opinions of counsel to the Trustee and the Rating
Agencies with respect to the validity of the conveyance of the Subsequent
Receivables to the Trust; (b) the Trustee shall have received written
confirmation from a firm of certified independent public accountants that the
Receivables, including the Subsequent Receivables, satisfy the parameters
described under "The Receivables Pool" herein and under "The Receivables Pools"
in the Prospectus; and (c) the Rating Agencies shall have notified the Depositor
in writing that, following the addition of the Subsequent Receivables to the
Trust, the Certificates will continue to be rated by such Rating Agencies in the
same rating categories in which they were rated on the Closing Date. Such
confirmation of the ratings of the Certificates may depend on factors other than
the characteristics of the Subsequent Receivables, including the delinquency,
repossession and net loss experience on the automobile, light duty truck and
minivan receivables in the portfolio serviced by the Servicer. UAC will
immediately repurchase from the Trustee, at a price equal to the Purchase Amount
thereof, any Subsequent Receivable that fails to satisfy any of the foregoing
conditions subsequent.
Subsequent Receivables may have been originated or acquired by UAC at a
later date using credit criteria different from those that were applied to the
Initial Receivables. See "Risk Factors -- Conveyance of Subsequent Receivables
to the Trust" and "The Receivables Pool" herein.
Accounts
In addition to the Certificate Account (as described in the
Prospectus), the Servicer will establish with the Trustee for the benefit of the
Certificateholders [the Yield Supplement Account,] the Cash Collateral Account
[and the Payahead Account].
Yield Supplement Account. For each Receivable on which the Contract
Rate is less than the sum of (a) the initial weighted average of the Class A
Pass-Through Rate and the Class B Pass-Through Rate and (b) the annual
percentage rate at which the Servicing Fee is calculated with respect to the
Certificate Principal Balance for such Receivable, on the Closing Date the
Depositor will deposit into the Yield Supplement Account an amount equal to the
aggregate of such shortfall over the term of such Receivables (the "Total Yield
Supplement Deposit") based on the scheduled payments of the Receivables. On each
Determination Date, the Servicer shall withdraw an amount to apply to
distributions on the Certificates on the related Distribution Date equal to the
scheduled shortfall for the previous Collection Period (the "Yield Supplement
Amount"). The Yield Supplement Account will be maintained by the Trustee for the
benefit of the Certificateholders, but will not form part of the Trust. (Section
.)
S-16
<PAGE>
Cash Collateral Account. On the Closing Date, the Depositor will
deposit an amount equal to % of the initial Certificate Principal Balance into
the Cash Collateral Account. Thereafter, the amount held in the Cash Collateral
Account will be increased up to the Required Cash Collateral Amount by the
deposit thereto of payments on the Receivables not utilized to make payments to
the Certificateholders or the Servicer on any Distribution Date. While it is
intended that the Cash Collateral Account will grow over time to equal the
Required Cash Collateral Amount through monthly deposits of excess collections
on the Receivables, if any, there can be no assurance that such growth will
actually occur.
Under the terms of the Pooling and Servicing Agreement, the Trustee
will withdraw funds from the Cash Collateral Account and transfer them to the
Certificate Account for any deficiency as described above under "--
Distributions on the Certificates", to the extent available. Amounts available
for deficiencies on any Distribution Date will be limited to the sum of amounts
on deposit in the Cash Collateral Account on such Distribution Date.
In the event that the balance of the Cash Collateral Account is reduced
to zero on any Distribution Date, the Trust will depend solely on current
distributions on the Receivables to make distributions of principal and interest
on the Certificates. In addition, because the market value of motor vehicles
generally declines with age and because of difficulties that may be encountered
in enforcing motor vehicle contracts as described in the Prospectus under
"Certain Legal Aspects of the Receivables," the Servicer may not recover the
entire amount due on such Receivables in the event of a repossession and resale
of a Financed Vehicle securing a Receivable in default. In such event, the
Certificateholders may suffer a corresponding loss. Any such losses would also
be borne first by the Class B Certificateholders, up to the Class B Principal
Balance, and then by the Class A Certificateholders.
[Payahead Account. On the Closing Date, the Depositor will establish the
Payahead Account, into which payments on Precomputed Receivables will be
deposited and held until they are withdrawn and applied as payments on the
Certificates. [Describe mechanism for determining the precomputed payment
schedule.]
Subordination of the Class B Certificates
The rights of the Class B Certificateholders to receive distributions
with respect to the Receivables will be subordinated to such rights of the Class
A Certificateholders to the extent described herein. This subordination is
intended to enhance the likelihood of timely receipt by the Class A
Certificateholders of the full amount of interest and principal distributable to
them on each Distribution Date, and to afford the Class A Certificateholders
limited protection against losses in respect of the Receivables.
No distribution of interest will be made to the Class B
Certificateholders on any Distribution Date until the full amount of interest
payable on the Class A Certificates on such Distribution Date has been
distributed to the Class A Certificateholders and no distribution of principal
will be made to the Class B Certificateholders on any Distribution Date until
the full amount of interest on and principal of the Class A Certificates payable
on such Distribution Date has been distributed to the Class A
Certificateholders. Distributions of interest on the Class B Certificates will
not be subordinated to distributions of principal of the Class A Certificates.
Because the rights of the Class B Certificateholders to receive distributions of
principal will be subordinated to the rights of the Class A Certificateholders
to receive distributions of interest and principal, the Class B Certificates
will be more sensitive than the Class A Certificates to losses on the
Receivables. If the aggregate amount of losses on the Receivables exceeds the
amount on deposit in the Cash Collateral Account, Class B Certificateholders may
not recover their initial investment in the Class B Certificates.
In the event of delinquencies or losses on the Receivables, the
protection afforded to the Class A Certificateholders will be effected both by
the preferential right of the Class A Certificateholders to receive
distributions on the Receivables in the manner and to the extent described above
and by the establishment of the Cash Collateral Account.
S-17
<PAGE>
Advances
To the extent that interest collected on a Receivable during a
Collection Period falls short of the scheduled interest payment, the Servicer
will make an Advance of the resulting Interest Shortfall, but only to the extent
that the Servicer in its sole discretion, expects to recoup the Advance from
subsequent collections on the Receivable, or withdrawals from the Cash
Collateral Account. The Servicer will deposit the Advance in the Certificate
Account on or before the calendar day of the month following the Collection
Period. The Servicer will recoup its Advance from subsequent payments by or on
behalf of the respective Obligor, from insurance proceeds or, upon the
Servicer's determination that reimbursement from the preceding sources is
unlikely, will recoup its Advance from any collections made on other
Receivables. (Section 14.05.)
Distributions on the Certificates
The Servicer will deposit in the Certificate Account the amount of
payments on all Receivables received with respect to the preceding Collection
Period, the Yield Supplement Amount for the related Distribution Date, all
Advances for such Collection Period, and the Purchase Amount for all Receivables
that became Purchased Receivables during the preceding Collection Period, all of
which amounts will be available for distribution pursuant to the terms of the
Pooling and Servicing Agreement on the next succeeding Distribution Date
("Available Funds") and will determine the amount of funds necessary to make
distributions of Monthly Principal and Monthly Interest to the
Certificateholders and the Servicing Fee to the Servicer. If there is a
deficiency with respect to the foregoing, the Servicer will withdraw amounts, to
the extent available, from the Cash Collateral Account in the amount of such
deficiency and notify the Trustee of any remaining deficiency.
If acceptable to each Rating Agency without a reduction in the rating
of any class of Certificates, the Servicing Fee due to the Servicer in respect
of each Collection Period will be distributed to the Servicer during such
Collection Period from collections received during such Collection Period.
On each such Distribution Date, the Trustee will apply or cause to be
applied the Available Funds plus any amounts withdrawn from the Cash Collateral
Account to make the following payments in the following priority:
(a) the aggregate amount of outstanding Advances on all Receivables
(x) that became Defaulted Receivables during the prior Collection Period,
and (y) that the Servicer determines to be unrecoverable, to the Servicer;
(b) the Servicing Fee, including any overdue Servicing Fee, to the
Servicer, to the extent not previously distributed to the Servicer;
(c) pro rata, Class A Monthly Interest, including any overdue Class A
Monthly Interest, to the Class A Certificateholders;
(d) Class B Monthly Interest, including any overdue Class B Monthly
Interest, to the Class B Certificateholders;
(e) Class A Monthly Principal, to the Class A Certificateholders;
(f) Class B Monthly Principal, to the Class B Certificateholders;
(g) the amount of recoveries of Advances (to the extent such
recoveries have not previously been reimbursed to the Servicer pursuant to
clause (a) above), to the Servicer;
(h) the amount of Liquidation Proceeds on Purchased Receivables
purchased by the Servicer, to the Servicer;
S-18
<PAGE>
(i) the amount of Liquidation Proceeds on Purchased Receivables
repurchased by the Depositor, to the Depositor; and
(j) the balance into the Cash Collateral Account.
After all distributions pursuant to clauses (a) through (j) above have
been made on each Distribution Date, the amount of funds remaining in the Cash
Collateral Account on such date, if any, in excess of the Required Cash
Collateral Amount, will be distributed by the Trustee to UAC. Any amounts so
distributed to UAC will no longer be available for distribution to
Certificateholders, and the Certificateholders will have no rights with respect
thereto.
"Monthly Interest" for any Distribution Date will equal the sum of the
Class A Monthly Interest and the Class B Monthly Interest.
"Monthly Principal" for any Distribution Date will equal the sum of the
Class A Monthly Principal and the Class B Monthly Principal.
"Class A Monthly Interest" for any Distribution Date will equal (i) for
the first Distribution Date, the product of the following: (one-twelfth of the
Class A Pass-Through Rate) multiplied by (the number of days remaining in the
month of the Closing Date from the Closing Date divided by 30) multiplied by
(the Class A Principal Balance at the Closing Date) and (ii) with respect to
each subsequent Distribution Date, the product of one-twelfth of the Class A
Pass-Through Rate and the Class A Principal Balance on the preceding
Distribution Date (after giving effect to any distribution of Monthly Principal
required to be made on such preceding Distribution Date).
"Class A Monthly Principal" for any Distribution Date will equal the
amount necessary to reduce the Class A Principal Balance to ____% of the
aggregate unpaid principal balances of the Receivables on the last day of the
preceding Collection Period; provided, however, that Class A Monthly Principal
on the final scheduled Distribution Date will equal the Class A Principal
Balance on such date. For the purpose of determining Class A Monthly Principal,
the unpaid principal balance of a Defaulted Receivable or a Purchased Receivable
is deemed to be zero on and after the last day of the Collection Period in which
such Receivable became a Defaulted Receivable or a Purchased Receivable.
"Class B Monthly Interest" for any Distribution Date will equal (i) for
the first Distribution Date, the product of the following: (one-twelfth of the
Class B Pass-Through Rate) multiplied by (the number of days remaining in the
month of the Closing Date from the Closing Date divided by 30) multiplied by
(the Class B Principal Balance at the Closing Date) and (ii) with respect to
each subsequent Distribution Date, the product of one-twelfth of the Class B
Pass-Through Rate and the Class B Principal Balance on the preceding
Distribution Date (after giving effect to any distribution of Monthly Principal
required to be made on such preceding Distribution Date).
"Class B Monthly Principal" for any Distribution Date will equal the
amount necessary to reduce the Class B Principal Balance to ____% of the sum of
the aggregate unpaid principal balances of the Receivables on the last day of
the preceding Collection Period; provided, however, that Class B Monthly
Principal on the final scheduled Distribution Date will equal the Class B
Principal Balance on such date. For the purpose of determining Class B Monthly
Principal, the unpaid principal balance of a Defaulted Receivable or a Purchased
Receivable is deemed to be zero on and after the last day of the Collection
Period in which such Receivable became a Defaulted Receivable or a Purchased
Receivable.
"Defaulted Receivable" will mean, for any Collection Period, a
Receivable as to which any of the following has occurred: (i) the Receivable is
120 days or more delinquent as of the last day of such Collection Period; (ii)
the Financed Vehicle that secures the Receivable has been repossessed; or (iii)
the Receivable has been determined to be uncollectible in accordance with the
Servicer's customary practices on or prior to the last day of such Collection
Period; provided, however, that any Receivable which the Depositor or the
Servicer is obligated to repurchase or purchase pursuant to the Pooling and
Servicing Agreement shall be deemed not to be a Defaulted Receivable.
S-19
<PAGE>
As an administrative convenience, the Servicer will be permitted to
make the deposit of collections and aggregate Advances and Purchase Amounts for
or with respect to the Collection Period, net of distributions to be made to the
Servicer or Depositor with respect to the Collection Period. The Servicer,
however, will account to the Trustee and to the Certificateholders as if all
deposits and distributions were made individually. (Section .)
The following chart sets forth an example of the application of the
foregoing provisions to a monthly distribution:
...................Collection Period. The Servicer receives monthly
payments, prepayments, and other proceeds in
respect of the Receivables and deposits them in
the Certificate Account. [The Servicer may deduct
Servicing Fees from such deposits.]
.....................Record Date. Distributions on the Distribution
Date are made to Certificateholders of record at
the close of business on this date.
.....................Fifth calendar day. On or before this date, the
Servicer notifies the Trustee of the amounts to be
distributed on the Distribution Date.
.....................The Trustee withdraws funds from the Cash
Collateral Account, if necessary.
.....................Distribution Date. The Trustee distributes to
Certificateholders amounts payable in respect of
the Certificates[, and pays the Servicing Fee].
ERISA CONSIDERATIONS
Subject to the considerations set forth under "ERISA Considerations --
Senior Certificates Issued By Grantor Trusts" in the Prospectus, the Class A
Certificates may be eligible for purchase by an employee benefit plan or an
individual retirement account (a "Plan") subject to ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"). A fiduciary of a Plan
must determine that the purchase of a Class A Certificate is consistent with its
fiduciary duties under ERISA and does not result in a nonexempt prohibited
transaction as defined in Section 406 of ERISA or Section 4975 of the Code. For
additional information regarding treatment of the Class A Certificates under
ERISA, see "ERISA Considerations" in the Prospectus.
Because the Class B Certificates are subordinated to the Class A
Certificates, the Class B Certificates may not be purchased by Plans.
UNDERWRITING
Under the terms and subject to the conditions set forth in the
underwriting agreement for the sale of the Certificates, dated , 199 , the
Depositor has agreed to sell and each of the underwriters named below (the
"Underwriters") severally agreed to purchase the principal amount of the
Certificates set forth opposite its name below:
S-20
<PAGE>
Principal Amount of Principal Amount of
Underwriters Class A Certificates Class B Certificates
--------------------- -------------------
.................... $ $
....................
--------------------- -------------------
Total.................... $ $
===================== ===================
In the underwriting agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all the Certificates
offered hereby if any of the Certificates are purchased.
The Underwriters propose to offer part of the Certificates directly to the
public at the prices set forth on the cover page hereof, and part to certain
dealers at a price that represents a concession not in excess of ___% of the
denominations of the Class A Certificates or ______% of the denominations of the
Class B Certificates. The Underwriters may allow and such dealers may reallow a
concession not in excess of _____% of the denominations of the Class A
Certificates or ____% of the denominations of the Class B Certificates.
The Depositor and UAC have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act.
The Depositor has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Certificates, as permitted
by applicable laws and regulations. The Underwriters are not obligated, however,
to make a market in the Certificates and any such market-making may be
discontinued at any time at the sole discretion of the Underwriters.
Accordingly, no assurance can be given as to the liquidity of, or trading
markets for, the Certificates.
LEGAL OPINIONS
Certain legal matters relating to the Certificates will be passed upon for
the Depositor by Barnes & Thornburg, Indianapolis, Indiana, and for the
Underwriters by Cadwalader, Wickersham & Taft. Certain federal income tax
consequences with respect to the Certificates will be passed upon for the
Depositor by .
S-21
<PAGE>
INDEX OF PRINCIPAL TERMS
TERM PAGE
Available Funds............................................................S-21
Certificate Principal Balance...............................................S-7
Certificateholders..........................................................S-5
Certificates................................................................S-1
Class A Principal Balance...................................................S-4
Class A Certificateholders..................................................S-4
Class A Certificates........................................................S-1
Class A Monthly Interest...................................................S-22
Class A Monthly Principal..................................................S-22
Class A Pass-Through Rate...................................................S-4
Class A Percentage..........................................................S-4
Class B Principal Balance...................................................S-4
Class B Certificateholders..................................................S-4
Class B Certificates........................................................S-1
Class B Monthly Interest...................................................S-23
Class B Monthly Principal..................................................S-23
Class B Pass-Through Rate...................................................S-4
Class B Percentage..........................................................S-4
Closing Date................................................................S-4
Code.......................................................................S-24
Cutoff Date.................................................................S-2
Defaulted Receivable.......................................................S-23
Depositor...................................................................S-4
Distribution Date...........................................................S-1
Final Scheduled Distribution Date...........................................S-1
Final Scheduled Maturity Date...............................................S-6
Funding Period..............................................................S-6
Initial Cutoff Date.........................................................S-5
Initial Receivables.........................................................S-5
Monthly Interest...........................................................S-22
Monthly Principal..........................................................S-22
Optional Purchase...........................................................S-8
Plan.......................................................................S-24
Pooling and Servicing Agreement.............................................S-1
Pre-Funded Amount...........................................................S-5
Pre-Funding Account.........................................................S-7
Purchase Agreement..........................................................S-6
Receivables.................................................................S-2
Receivables Pool...........................................................S-12
Record Date.................................................................S-4
Required Cash Collateral Amount.............................................S-7
Servicer....................................................................S-4
Subsequent Cutoff Date......................................................S-5
Subsequent Receivables......................................................S-5
Subsequent Transfer Date....................................................S-5
Total Yield Supplement Deposit.............................................S-20
Trust.......................................................................S-1
UAC.........................................................................S-4
UAFC........................................................................S-6
Underwriters...............................................................S-24
Yield Supplement Amount....................................................S-20
S-22
<PAGE>
PROSPECTUS
UACSC Auto Trusts
Asset Backed Certificates
UAC Securitization Corporation
Depositor
Union Acceptance Corporation
Servicer
The asset backed certificates described herein (the "Certificates") may be sold
from time to time in one or more series (each, a "Series"), in amounts, at
prices and on terms to be determined at the time of sale and to be set forth in
a supplement to this Prospectus (a "Prospectus Supplement"). Each Series of
Certificates will be issued by a trust (each, a "Trust") to be formed with
respect to such Series and will include one or more classes of Certificates. The
property of each Trust will include one or more pools of motor vehicle
installment sale and/or installment loan contracts secured by new and used
automobiles, light trucks and vans (the "Receivables"), certain monies received
thereunder after the applicable cutoff date, security interests in the vehicles
financed thereby and certain other property, as more fully described herein and
in the related Prospectus Supplement. If so specified in the related Prospectus
Supplement, the property of a Trust will include monies on deposit in a trust
account, which will be used to purchase additional Receivables after the related
closing date. Union Acceptance Corporation will act as servicer of the
Receivables for each Trust.
Except as otherwise specified in the related Prospectus Supplement, each class
of Certificates of any Series will represent the right to receive a specified
amount of payments of principal and interest on the related Receivables, at the
rates, on the dates and in the manner described herein and in the related
Prospectus Supplement. If so provided in the related Prospectus Supplement, a
Series of Certificates may include one or more classes of Certificates entitled
to interest distributions with disproportionate, nominal or no distributions in
respect of principal, or to principal distributions with disproportionate,
nominal or no distributions in respect of interest. As more fully described
herein and in the related Prospectus Supplement, distributions on any class of
Certificates may be senior or subordinate to distributions on one or more other
classes of Certificates of the same Series. Prospective investors should
consider the factors set forth under "Risk Factors" on page 10 of this
Prospectus and in the related Prospectus Supplement.
EXCEPT AS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, THE
CERTIFICATES OF A SERIES WILL REPRESENT BENEFICIAL INTERESTS IN THE RELATED
TRUST ONLY, AND WILL NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN, AND ARE NOT
GUARANTEED OR INSURED BY, UAC SECURITIZATION CORPORATION, ANY AFFILIATE THEREOF
OR ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE CERTIFICATES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of Certificates of any Series unless accompanied by the
related Prospectus Supplement.
May 7, 1998
<PAGE>
AVAILABLE INFORMATION
The Depositor, as originator of the Trusts, has filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Certificates being offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and regulations of
the Commission. For further information, reference is made to the Registration
Statement, which is available for inspection without charge at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and the regional offices of the Commission at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such information can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a web site on the
internet that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Registration Statement. The address of such site is:
http://www.sec.gov.
Upon receipt of a request by an investor who has received an electronic
Prospectus Supplement and Prospectus from an Underwriter or a request by such
investor's representative within the period during which there is an obligation
to deliver a Prospectus Supplement and Prospectus, the Depositor or such
Underwriter will promptly deliver, or cause to be delivered, without charge, to
such investor a paper copy of the Prospectus Supplement and Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All documents filed by the Servicer or the Depositor on behalf of the
Trust referred to in the accompanying Prospectus Supplement with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this Prospectus and
prior to the termination of the offering of the Certificates offered by such
Trust shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein (or in the
accompanying Prospectus Supplement) or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Servicer on behalf of any Trust will provide without charge to each
person to whom a copy of this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference, except the exhibits to such documents. Requests to the
Servicer for such copies should be addressed to Union Acceptance Corporation,
250 North Shadeland Avenue, Indianapolis, Indiana 46219, (317) 231-2717.
SUMMARY OF TERMS
This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus and by reference to the
information with respect to each Series of Certificates contained in the related
Prospectus Supplement to be prepared and delivered in connection with the
offering of such Certificates. Certain capitalized terms used in this summary
are defined elsewhere in this Prospectus on the pages indicated in the "Index of
Principal Terms".
Issuer .................................With respect to any Series of
Certificates, a Trust formed pursuant to
a pooling and servicing agreement (each,
a "Pooling and Servicing Agreement")
among the Depositor, the Servicer and
the Trustee for such Trust.
Depositor ..............................UAC Securitization Corporation, a
Delaware corporation having its
principal office and place of business
in Bonita Springs, Florida (the
"Depositor"). The Depositor's principal
executive offices are located at 9240
Bonita Beach Road, Suite 1109-A, Bonita
Springs, Florida 34135, and its
telephone number is (941) 948-1850.
Servicer ...............................Union Acceptance Corporation, an Indiana
corporation having its principal office
and place of business in Indianapolis,
Indiana (in its capacity as servicer the
"Servicer", otherwise "UAC"). The
Servicer's principal offices are located
at 250 North Shadeland Avenue,
Indianapolis, Indiana 46219, and its
telephone number is (317) 231-2717.
Trustee ...............................With respect to each Trust, the trustee
specified in the related Prospectus
Supplement (the "Trustee").
Securities Offered ....................Each Series of asset backed securities
issued by a Trust will consist of one or
more classes of Certificates. Each class
of Certificates of a Series will be
issued pursuant to the related Pooling
and Servicing Agreement. The related
Prospectus Supplement will specify which
class or classes of Certificates of the
related Series are being offered
thereby.
Unless otherwise specified in the
related Prospectus Supplement, each
class of Certificates will have a stated
certificate principal balance (the
"Class Certificate Balance") and will
accrue interest on such Class
Certificate Balance at a specified rate
(with respect to each class of
Certificates, the "Pass-Through Rate").
If so specified in the related
Prospectus Supplement, one or more
classes of Certificates ("Strip
Certificates") may be entitled to (i)
interest distributions with
disproportionate, nominal or no
principal distributions or (ii)
principal distributions with
disproportionate, nominal or no interest
distributions. See "Description of the
Certificates -- Distributions of
Principal and Interest".
Each class of Certificates may have a
different Pass-Through Rate, which may
be a fixed, variable or adjustable
Pass-Through Rate, or any combination of
the foregoing. The related Prospectus
Supplement will specify the Pass-Through
Rate, or the method for determining the
applicable Pass-Through Rate, for each
class of Certificates.
A Series of Certificates may include two
or more classes of Certificates that
differ as to timing and/or priority of
distributions, seniority, allocations of
losses, Pass-Through Rate, amount of
distributions in respect of principal or
interest, or any combination of the
foregoing. Additionally, distributions
in respect of principal or interest in
respect of any such class or classes may
or may not be made upon the occurrence
of specified events or on the basis of
collections from designated portions of
the related Receivables Pool.
Unless otherwise specified in the
related Prospectus Supplement,
Certificates will be available in
book-entry form only and will be
available for purchase in minimum
denominations of $1,000 and integral
multiples thereof, except that one
Certificate of each class may be issued
in such denomination as is required to
include any residual amount. Unless
otherwise specified in the related
Prospectus Supplement,
Certificateholders will be able to
receive Definitive Certificates only in
the limited circumstances described
herein or in the related Prospectus
Supplement. See "Description of the
Certificates -- Definitive
Certificates".
If so provided in the related Prospectus
Supplement, the Servicer or one or more
other entities may be entitled to
purchase the Receivables of a Trust or
to cause such Receivables to be
purchased by another entity, in the
manner and subject to the conditions
described in such Prospectus Supplement.
If the Servicer or any such other entity
exercises any such option to purchase
the Receivables or to cause the
Receivables to be purchased, the
Certificates will be prepaid as set
forth in the related Prospectus
Supplement. See "Description of the
Transfer and Servicing Agreements --
Termination" herein. In addition, if the
related Prospectus Supplement provides
that the property of a Trust will
include a Pre-Funding Account, one or
more classes of Certificates may be
subject to a partial prepayment of
principal following the end of the
Funding Period, in the manner and to the
extent specified in the related
Prospectus Supplement. See "Description
of the Transfer and Servicing Agreements
-- Accounts -- Pre-Funding Account"
herein.
The Trust Property ..................The property of each Trust will include
one or more pools of simple interest and
precomputed interest installment sale
and installment loan contracts secured
by new and used automobiles, light
trucks and vans (the "Receivables"),
certain monies due or received
thereunder after the date specified in
the related Prospectus Supplement (each,
a "Cutoff Date"), security interests in
the vehicles financed thereby (the
"Financed Vehicles"), any right to
recourse of UAC against the dealers who
sold the Financed Vehicles (the
"Dealers"), proceeds from claims on
certain insurance policies and certain
rights under the purchase agreement
(each, a "Purchase Agreement") among
UAC, the Depositor and Union Acceptance
Funding Corporation ("UAFC") pursuant to
which the Depositor will purchase the
related Receivables from UAFC. The
property of each Trust also will include
amounts on deposit in, or certain rights
with respect to, certain accounts,
including the related Certificate
Account and any Pre-Funding Account,
Cash Collateral Account (or Spread
Account), yield supplement account or
any other account identified in the
applicable Prospectus Supplement. If
provided in the related Prospectus
Supplement, one or more of the pools of
Receivables in the Trust will include
(i) certain non-prime automobile
installment sale and installment loan
contracts or (ii) Receivables which were
originated or purchased by third parties
not affiliated with UAC (each, a "Third
Party Originator") and sold to UAC.
Receivables purchased from Third Party
Originators shall not comprise more than
10% of the aggregate amount of the Class
Certificate Balances of each class of
Certificates for the related Series (the
"Certificate Balance"), unless provided
otherwise in the applicable Prospectus
Supplement. See "Description of the
Transfer and Servicing Agreements--
Accounts".
The Receivables arise, or will arise,
from motor vehicle installment sale
contracts that were originated by
Dealers for assignment to UAC (directly
or through UAC Finance Corporation, a
wholly-owned subsidiary of UAC
("UACFC"), Union Federal Savings Bank of
Indianapolis (the "Predecessor"), UAC's
parent corporation before the completion
on August 7, 1995 of a spin-off), any
Third Party Originator described in the
applicable Prospectus Supplement or
motor vehicle loan contracts that were
solicited by dealers for origination by
UAC, UACFC, the Predecessor or a Third
Party Originator (collectively, the
"Contracts"). In the ordinary course of
its business, immediately after UAC
originates or otherwise acquires the
Contracts, UAC sells the Contracts to
UAFC. Payment of the amount due under
each Contract is secured by a first
perfected security interest in the
related Financed Vehicle. UAFC, UAC,
UACFC, the Predecessor or a Third Party
Originator is or will be the registered
lienholder on the certificate of title
of each of the Financed Vehicles. The
Receivables for each Receivables Pool
will be selected from the Contracts
owned by UAFC based on the criteria
specified in the related Pooling and
Servicing Agreement and described herein
under "The Receivables Pools" and
"Description of the Transfer and
Servicing Agreement -- Sale and
Assignment of Receivables" and in the
related Prospectus Supplement under "The
Receivables Pool".
On the date of issuance of a Series of
Certificates (each, a "Closing Date"),
the Depositor will convey Receivables to
the related Trust in the aggregate
principal amount provided in the related
Prospectus Supplement and, if so
provided in such Prospectus Supplement,
will deposit the amount specified in
such Prospectus Supplement (the
"Pre-Funded Amount") into a trust
account established in the name of the
Trustee for the benefit of the
Certificateholders (the "Pre-Funding
Account"). The Pre-Funded Amount with
respect to any Trust will not exceed 25%
of the initial aggregate Certificate
Balance for the related Series.
If the property of a Trust includes a
Pre-Funding Account, UAFC will be
obligated under the related Purchase
Agreement to sell additional Receivables
(the "Subsequent Receivables") to the
Depositor from time to time during the
period provided in the related
Prospectus Supplement (the "Funding
Period") having an aggregate principal
balance approximately equal to the
Pre-Funded Amount. The Depositor, in
turn, will be obligated under the
Pooling and Servicing Agreement to sell
such Subsequent Receivables to the
related Trust, and the Trust will be
obligated to purchase the Subsequent
Receivables, subject to the satisfaction
of certain conditions set forth in the
Pooling and Servicing Agreement and
described herein under "Description of
the Transfer and Servicing Agreements --
Sale and Assignment of Receivables". As
used in this Prospectus, the term
Receivables will include the Receivables
transferred to a Trust on the related
Closing Date as well as any Subsequent
Receivables transferred to such Trust
during the related Funding Period.
Amounts on deposit in any Pre-Funding
Account during the Funding Period will
be invested by the Trustee (as directed
by the Servicer) in Eligible
Investments, and any resultant
investment income (less any related
investment expenses) will be included,
on the Distribution Date immediately
following the date on which such
investment income is paid to the Trust,
in the Available Funds for such
Distribution Date. Any funds remaining
in a Pre-Funding Account at the end of
the related Funding Period will be
distributed to holders of the related
Series of Certificates (the
"Certificateholders") as a prepayment of
principal of the Certificates, in the
amounts and priority described in the
related Prospectus Supplement. No
Funding Period will continue for more
than three calendar months after the
related Closing Date. See "Description
of the Transfer and Servicing Agreements
-- Accounts -- Pre-Funding Account".
In each Purchase Agreement, UAC and UAFC
will make certain representations and
warranties with respect to the related
Receivables and will undertake to
repurchase from the Depositor any
Receivable with respect to which there
exists an uncured breach of any of its
representations or warranties, if such
breach materially and adversely affects
the rights of the Depositor, or the
Depositor's assignee, in such
Receivable. In each Pooling and
Servicing Agreement, the Depositor will
assign to the related Trust certain
rights under the related Purchase
Agreement, including the right to cause
UAC to repurchase any Receivable in
respect of which it is in breach of a
breach or warranty that materially and
adversely affects the interest of the
Trust in such Receivable. None of UAC,
UAFC or the Depositor will have any
other obligation with respect to the
Receivables or the Certificates. See
"Description of the Transfer and
Servicing Agreements -- Sale and
Assignment of Receivables".
Credit and Cash
Flow Enhancement ...................If and to the extent specified in the
related Prospectus Supplement, credit
enhancement with respect to a Trust or
any class or classes of Certificates may
include any one or more of the
following: subordination of one or more
other classes of Certificates of the
same Series, segregation of different
pools of Receivables within the Trust,
Cash Collateral Accounts, Spread
Accounts, yield supplement accounts,
surety bonds, insurance policies,
letters of credit, credit or liquidity
facilities, over-collateralization,
guaranteed investment contracts, swaps
or other interest rate and/or prepayment
rate protection agreements, repurchase
obligations, other agreements with
respect to third-party payments or other
support, cash deposits, or other
arrangements. To the extent specified in
the related Prospectus Supplement, a
form of credit enhancement with respect
to a Trust or class or classes of
Certificates may be subject to certain
limitations and exclusions from coverage
thereunder.
Transfer and Servicing
Agreements .........................Pursuant to each Purchase Agreement,
UAFC will sell the related Receivables
to the Depositor without recourse and,
if so stated in the related Prospectus
Supplement, will undertake to sell
Subsequent Receivables, in the aggregate
amount specified therein, to the
Depositor during the related Funding
Period. The Depositor, in turn, will
sell such Receivables to the related
Trust, without recourse, and will
undertake to sell any such Subsequent
Receivables to the related Trust during
the related Funding Period. In addition,
the Servicer will agree in each Pooling
and Servicing Agreement to be
responsible for servicing, managing,
maintaining custody of and making
collections on the related Receivables.
Unless otherwise provided in the related
Prospectus Supplement, the Servicer will
advance funds (each, an "Advance") on
the Receivables made during the
preceding calendar month (the
"Collection Period") to cover 30 days of
interest due on a Receivable that is
more than 30 days delinquent (each, an
"Interest Shortfall"), but only to the
extent that the Servicer, in its sole
discretion, expects to be able to recoup
such Advance from subsequent payments on
the Receivable. Advances by the Servicer
will add to the funds available for
distributions to Certificateholders on a
Distribution Date, but the Servicer will
be entitled to reimbursement for such
Advances from subsequent payments of the
Receivables or, to the extent set forth
in the related Prospectus Supplement,
from insurance proceeds or withdrawals
from any Cash Collateral Account or
similar form of credit enhancement. See
"Description of the Transfer and
Servicing Agreements -- Advances".
Unless otherwise provided in the related
Prospectus Supplement, UAC will be
obligated to repurchase from the Trust
any Receivable in which the interest of
such Trust is materially and adversely
affected as a result of a breach of any
representation or warranty made by UAC
and/or UAFC in the related Purchase
Agreement if such breach is not cured in
a timely manner following the discovery
by or notice to UAC. In addition, unless
otherwise provided in the related
Prospectus Supplement, the Servicer will
be obligated under each Pooling and
Servicing Agreement to purchase any
Receivable if (i) among other things,
the Servicer reduces the rate of
interest under the related Contract (the
"Contract Rate"), changes the amount of
the scheduled monthly payments or the
amount financed or fails to maintain a
perfected security interest in the
related Financed Vehicle and (ii) the
interest of the Certificateholders in
such Receivable is materially and
adversely affected by such action or
failure to act of the Servicer. If the
Servicer extends the date for final
payment by the obligor on the related
Contract (each, an "Obligor") beyond the
latest final scheduled maturity date for
any class specified in the related
Prospectus Supplement (the "Final
Scheduled Maturity Date"), the Servicer
will be obligated to purchase the
Receivable on such Final Scheduled
Maturity Date.
Unless otherwise specified in the
related Prospectus Supplement, the
Servicer will receive a fee for
servicing the Receivables of each Trust
equal to the Servicing Fee Rate times
the aggregate outstanding principal
balance of the related Receivables (the
"Pool Balance"), plus certain late fees,
prepayment charges and other
administrative fees or similar charges.
UAC may also receive investment earnings
from certain accounts and other cash
flows with respect to a Trust. See
"Description of the Transfer and
Servicing Agreements -- Servicing
Compensation and Payment of Expenses"
herein.
Certain Legal Aspects
of the Receivables;
Repurchase Obligations ..............In connection with each sale of
Receivables by UAFC to the Depositor and
by the Depositor to a Trust, security
interests in the related Financed
Vehicles will be assigned by UAFC to the
Depositor and by the Depositor to the
Trust; due to administrative burden and
expense, however, the certificates of
title to such Financed Vehicles will not
be amended to reflect the assignment
either to the Depositor or to the Trust.
In the absence of such an amendment, the
Trust may not have a perfected security
interest in the Financed Vehicles
securing the Receivables in some states.
Unless otherwise specified in the
related Prospectus Supplement, UAC will
be obligated to repurchase from a Trust
any Receivable sold to such Trust as to
which all action necessary to secure a
first perfected security interest in the
Financed Vehicle securing such
Receivable in the name of UAC, UAFC,
PFC, UACFC, the Predecessor or a Third
Party Originator (collectively, the
"Named Lienholders") shall not have been
taken as of the date such Receivable is
purchased by such Trust, if such breach
materially and adversely affects the
interest of the related
Certificateholders in such Receivable
and if such failure or breach is not
cured by the last day of the second
month following the discovery by or
notice to UAC of such breach. If a Trust
does not have a perfected security
interest in a Financed Vehicle, its
ability to realize on such Financed
Vehicle in the event of a default may be
adversely affected. To the extent the
security interest is perfected, a Trust
will have a prior claim over subsequent
purchasers of the Financed Vehicle and
holders of subsequently perfected
security interests. However, as against
liens for repairs of Financed Vehicles
or for taxes unpaid by the related
Obligor, or through fraud or negligence,
a Trust could lose its security interest
or the priority of its security interest
in a Financed Vehicle. None of the Named
Lienholders will be obligated to
repurchase a Receivable with respect to
which a Trust loses its security
interest or the priority of its security
interest in the related Financed Vehicle
after the Closing Date as the result of
any such tax lien or mechanic's lien or
the fraud or negligence of a third
party.
Federal and state consumer protection
laws impose requirements on creditors in
connection with extensions of credit and
collections of retail installment loans,
and certain of these laws make an
assignee of such a loan liable to the
obligor thereon for any violation by the
lender. Unless otherwise specified in
the related Prospectus Supplement, UAC
will be required to repurchase from the
Trust any Receivable that fails to
comply with the requirements of such
consumer protection laws on or before
the last day of the month following
discovery by or notice to UAC of such
failure, if such failure materially and
adversely affects the interests of the
related Certificateholders in such
Receivable. See "Certain Legal Aspects
of the Receivables".
Tax Considerations ....................If a Prospectus Supplement specifies
that the related Trust is a grantor
trust and except as otherwise provided
in such Prospectus Supplement, upon the
issuance of the related Series of
Certificates, special federal tax
counsel to the Trust identified in the
related Prospectus Supplement (the
"Federal Tax Counsel") will deliver an
opinion to the effect that such Trust
will be treated as a grantor trust for
federal income tax purposes and will not
be subject to federal income tax.
If a Prospectus Supplement does not
specify that the related Trust is a
grantor trust, upon the issuance of the
related Series of Certificates Federal
Tax Counsel will deliver an opinion to
the effect that such Trust will not be
treated as an association taxable as a
corporation or as a "publicly traded
partnership" taxable as a corporation.
See "Certain Federal Income Tax
Consequences" for additional information
regarding the application of federal tax
laws to a Trust and the related Series
of Certificates.
ERISA Considerations....................Subject to the considerations discussed
under "ERISA Considerations" herein and
in the related Prospectus Supplement and
unless otherwise provided therein, any
Certificates that meet certain
Department of Labor requirements are
eligible for purchase by employee
benefit plans and plans subject to the
Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). Unless
otherwise specified in the related
Prospectus Supplement, any class of
Certificates that is subordinated to any
other class of Certificates of the same
Series may not be acquired by any such
employee benefit plan, plan subject to
ERISA or an individual retirement
account. See "ERISA Considerations"
herein and in the related Prospectus
Supplement.
Ratings ...............................It is a condition to the issuance of the
Certificates to be offered hereunder
that they be rated in one of the four
highest rating categories by at least
one nationally recognized statistical
rating organization (each, a "Rating
Agency"). A rating is not a
recommendation to purchase, hold or sell
Certificates inasmuch as a rating does
not comment as to market price or
suitability for a particular investor.
Ratings of Certificates will address the
likelihood of the payment of principal
of and interest on the Certificates
pursuant to their terms. There can be no
assurance that a rating will remain for
a given period of time or that a rating
will not be lowered or withdrawn
entirely by a Rating Agency if in its
judgment circumstances in the future so
warrant. See "Risk Factors-- Ratings of
the Certificates" herein. For more
detailed information regarding the
ratings assigned to any class of
Certificates of a particular Series, see
"Summary of Terms-- Ratings" and "Risk
Factors-- Certificate Rating" in the
related Prospectus Supplement.
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus and
in the related Prospectus Supplement to be prepared and delivered in connection
with the offering of any Series of Certificates, prospective investors should
carefully consider the following risk factors before investing in any class or
classes of Certificates of any such Series.
Pre-Funding Accounts. If so provided in the related Prospectus
Supplement, on the Closing Date the Depositor will deposit the Pre-Funded Amount
specified in such Prospectus Supplement into the Pre-Funding Account. In no
event will the Pre-Funded Amount exceed 25% of the initial Certificate Balance
of the related Series of Certificates. The Pre-Funded Amount will be used to
purchase Subsequent Receivables from the Depositor (which, in turn, will acquire
such Subsequent Receivables from UAFC) from time to time during the Funding
Period. During the Funding Period and until such amounts are applied by the
Trustee to purchase Subsequent Receivables, amounts on deposit in the
Pre-Funding Account will be invested by the Trustee (as instructed by the
Servicer) in Eligible Investments, and any investment income with respect
thereto (net of any related investment expenses) will be distributed on each
Distribution Date during the Funding Period as part of the Available Funds for
the related Collection Period. No Funding Period will end more than three
calendar months after the related Closing Date.
To the extent that the entire Pre-Funded Amount has not been applied to
the purchase of Subsequent Receivables by the end of the related Funding Period,
any amounts remaining in the Pre-Funded Account will be distributed as a
prepayment of principal to Certificateholders following the end of the Funding
Period, in the amounts and pursuant to the priorities set forth in the related
Prospectus Supplement. Such prepayment will reduce the Certificateholder's
outstanding principal balance and anticipated yield.
Sales of Subsequent Receivables. If so provided in the related
Prospectus Supplement, (i) UAFC will be obligated pursuant to the Purchase
Agreement to sell Subsequent Receivables (subject only to the availability
thereof) to the Depositor from time to time during the Funding Period in an
aggregate principal amount approximately equal to the Pre-Funded Amount, (ii)
the Depositor, in turn, will be obligated pursuant to the Pooling and Servicing
Agreement to sell such Subsequent Receivables to the Trust and (iii) the Trust
will be obligated to purchase such Subsequent Receivables, subject only to the
satisfaction of certain conditions set forth in the Pooling and Servicing
Agreement and described in the related Prospectus Supplement. If the principal
amount of eligible Subsequent Receivables originated or acquired by UAC during a
Funding Period is less than the Pre-Funded Amount, UAFC and the Depositor may
have insufficient Subsequent Receivables to transfer to a Trust, and holders of
one or more classes of the related Series of Certificates may receive a full or
partial prepayment of principal at the end of the Funding Period as described
above under "-- Pre-Funding Accounts".
Receivables purchased from Third Party Originators will not be included
in the Subsequent Receivables, unless provided otherwise in the Prospectus
Supplement.
Any conveyance of Subsequent Receivables to a Trust is subject to the
satisfaction, on or before the related transfer date (each, a "Subsequent
Transfer Date"), of the following conditions precedent, among others: (i) each
such Subsequent Receivable must satisfy the eligibility criteria specified in
the related Pooling and Servicing Agreement; (ii) the Subsequent Receivables
shall have been selected based on the criteria specified in the applicable
Prospective Supplement and neither UAFC nor the Depositor shall have selected
such Subsequent Receivables in a manner that it deems is adverse to the
interests of holders of the related Certificates; (iii) as of the respective
Cutoff Date for such Subsequent Receivables, all of the Receivables in the
Trust, including the Subsequent Receivables to be conveyed to the Trust as of
such date, must satisfy the parameters described under "The Receivables Pools"
herein and "The Receivables Pool" in the related Prospectus Supplement; (iv) any
required deposit to any Cash Collateral Account or other similar account shall
have been made; and (v) UAFC must execute and deliver to the Depositor, and the
Depositor must execute and deliver to such Trust, a written assignment conveying
such Subsequent Receivables to the Depositor or such Trust, as applicable. In
addition, the conveyance of Subsequent Receivables to a Trust is subject to the
satisfaction of the following conditions subsequent, among others, each of which
must be satisfied within the applicable time period specified in the related
Prospectus Supplement: (a) the Depositor must deliver certain opinions of
counsel to the related Trustee with respect to the validity of the conveyance of
the Subsequent Receivables to the Trust; (b) the Trustee must receive written
confirmation from a firm of certified independent public accountants that, as of
the end of the period specified therein, the Receivables in the Trust, including
the Subsequent Receivables, satisfied the parameters described under "The
Receivables Pools" herein and "The Receivables Pool" in the related Prospectus
Supplement; and (c) each of the Rating Agencies must notify the Depositor in
writing that, following the conveyance of the Subsequent Receivables to the
Trust, each class of Certificates will have the same rating assigned to it by
such Rating Agency that it had on the Closing Date. Such confirmation of the
ratings of the Certificates may depend on factors other than the characteristics
of the Subsequent Receivables, including the delinquency, repossession and net
loss experience on the automobile, light truck and van receivables in the
portfolio serviced by UAC. UAC will be required pursuant to each Purchase
Agreement and Pooling and Servicing Agreement to repurchase immediately from a
Trust any Subsequent Receivable, at a price equal to the Purchase Amount
thereof, with respect to which any of the foregoing conditions is not satisfied.
Non-Prime Receivables and Receivables from Third Party Originators. If
non-prime Receivables are included in the pool of Receivables in a Trust, the
Prospectus Supplement will disclose and describe the delinquency and net credit
loss of UAC with respect to its non-prime Receivable portfolio. In addition, the
delinquency and net credit loss experience of Third Party Originators will be
different from the experience of UAC. To the extent Receivables included in any
Trust were purchased from a Third Party Originator, the applicable Prospectus
Supplement will disclose and describe the delinquency and credit loss history of
such Receivables or Third Party Originator to the extent material to investors.
No more than 10% of the Certificate Balance included in a Trust shall be
Receivables purchased from a Third Party Originator, unless provided otherwise
in the applicable Prospectus Supplement.
Certain Legal Aspects -- Security Interests in Financed Vehicles.
Simultaneously with each sale of Receivables, UAFC will assign to the Depositor,
and the Depositor will assign to the related Trust, security interests in the
related Financed Vehicles; due to administrative burden and expense, however,
the certificates of title to such Financed Vehicles will not be amended to
reflect the assignment to either the Depositor or the Trust. In the absence of
such amendments, a Trust may not have a perfected security interest in such
Financed Vehicles in some states. Except as otherwise provided in the related
Prospectus Supplement, UAC will be obligated to repurchase from the related
Trust any Receivable sold to a Trust as to which all actions necessary to secure
a first perfected security interest in the Financed Vehicle securing such
Receivable in the name of UAFC (or, in certain cases, one of the other Named
Lienholders) shall not have been taken as of the date such Receivable is
transferred to such Trust, if such breach materially and adversely affects the
interest of the Certificateholders in such Receivable and if such failure or
breach is not timely cured following discovery by or notice thereof to the
Depositor or UAC.
If a Trust does not have a perfected security interest in a Financed
Vehicle, its ability to realize on such Financed Vehicle in the event of a
default may be adversely affected. To the extent the security interest is
perfected, the Trust will have a prior claim over subsequent purchasers of such
Financed Vehicle and holders of subsequently perfected security interests;
however, the Trust could lose its security interest or the priority of its
security interest in a Financed Vehicle as against liens for repairs of such
Financed Vehicle or for taxes unpaid by the related Obligor or through fraud or
negligence. None of the Depositor or the Named Leinholders will have any
obligation to repurchase a Receivable in respect of which a Trust loses its
security interest or the priority of its security interest in the related
Financed Vehicle as the result of any such mechanic's or tax lien or the fraud
or negligence of a third party occurring after the date such security interest
was conveyed to the Trust. See "Certain Legal Aspects of the Receivables --
Security Interest in Vehicles".
Certain Legal Aspects -- Consumer Protection Laws. Federal and state
consumer protection laws impose requirements on creditors in connection with
extensions of credit and collections of retail installment loans, and certain of
these laws make an assignee of such a loan (such as a Trust) liable to the
obligor thereon for any violation by the lender. To the extent specified herein
and in the related Prospectus Supplement, UAC will be obligated to repurchase
from the related Trust any Receivable that fails to comply with such
requirements. See "Certain Legal Aspects of the Receivables -- Consumer
Protection Laws".
Certain Legal Aspects -- Insolvency Considerations. UAC and UAFC will
warrant to the Depositor in each Purchase Agreement (the benefit of which
warranty will be assigned by the Depositor to each Trust in the related Pooling
and Servicing Agreement) that the sale of the Receivables by UAFC to the
Depositor, and by the Depositor to such Trust, respectively, is a valid sale of
the Receivables to the Depositor and to such Trust. Notwithstanding the
foregoing, if UAC, UACFC, UAFC, PFC or the Depositor were to become a debtor in
a bankruptcy case and a creditor or trustee-in-bankruptcy of such debtor or such
debtor itself were to take the position that the sale of Receivables to the
Depositor or such Trust, as applicable, should be treated as a pledge of such
Receivables to secure a borrowing of such debtor, then delays in payments of
collections of Receivables to Certificateholders could occur or (should the
court rule in favor of any such trustee, creditor or debtor) reductions in the
amounts of such payments could result. If the transfer of Receivables to the
Depositor or any Trust is treated as a pledge instead of a sale, a tax or
government lien on the property of UAFC or the Depositor, as applicable, arising
before the transfer of such Receivables to such Trust may have priority over
such Trust's interest in such Receivables. If the transactions contemplated
herein are treated as a sale, the Receivables would not be part of UAFC's or the
Depositor's bankruptcy estate and would not be available to creditors of UAFC or
the Depositor. See "Certain Legal Aspects of the Receivables -- Bankruptcy
Matters".
The decision of the U.S. Court of Appeals for the Tenth Circuit,
Octagon Gas Systems, Inc. v. Rimmer (In re Meridian Reserve, Inc.) (decided May
27, 1993), contains language to the effect that under the UCC accounts sold by a
debtor would remain property of the debtor's bankruptcy estate, whether or not
the sale of the accounts was perfected. Although the Receivables constitute
chattel paper under the UCC, rather than accounts, Article 9 of the UCC applies
to the sale of chattel paper as well as the sale of accounts, and perfection of
a security interest in both chattel paper and accounts may be accomplished by
the filing of a UCC-1 financing statement. If, following a bankruptcy of UAC,
UAFC, UACFC or the Depositor, a court were to follow the reasoning of the Tenth
Circuit reflected in the above case, then the Receivables could be included in
the bankruptcy estate of UAC, UAFC, UACFC or the Depositor, as applicable, and
delays in payments of collections on or in respect of the Receivables could
occur. UAC and UAFC will warrant to the Depositor in each Purchase Agreement,
and the Depositor will warrant to the Trust in each Pooling and Servicing
Agreement, that the sale of the related Receivables to the Depositor or the
related Trust is a sale of such Receivables to the Depositor and to the Trust,
respectively.
Limited Obligations of UAC, UAFC, UACFC and the Depositor. None of UAC,
UAFC, UACFC or the Depositor (or any affiliates thereof) will be generally
obligated to make any payments to a Trust in respect of the related Certificates
or Receivables. However, in connection with the sale of the Receivables, UAC and
UAFC will make representations and warranties regarding the characteristics of
such Receivables and, in certain circumstances, UAC will be required to
repurchase from the Trust any Receivables with respect to which such
representations and warranties have been breached. See "Description of the
Transfer and Servicing Agreements -- Sale and Assignment of Receivables". In
addition, UAC, as Servicer, may be required to purchase Receivables from a Trust
under certain circumstances set forth in the Pooling and Servicing Agreement.
See "Description of the Transfer and Servicing Agreements -- Servicing
Procedures".
Subordination of Certain Classes of Certificates; Segregation of Pools.
To the extent specified in the related Prospectus Supplement, distributions of
interest and principal on one or more classes of Certificates may be
subordinated in priority of payment to interest and principal due on one or more
other classes of Certificates of the same Series. In addition, the Receivables
may be segregated into one or more pools based upon different characteristics
such as credit quality at origination and, to the extent described in the
applicable Prospectus Supplement, different classes of certificates may have
differing rights and priorities based upon the pool of Receivables to which they
relate.
Limited Assets of each Trust. None of the Trusts will have, nor will
any such Trust be permitted or expected to have, any significant assets or
sources of funds other than the related Receivables and, to the extent provided
in the related Prospectus Supplement, a Pre-Funding Account or Cash Collateral
Account, yield supplement account or other form of credit enhancement. The
Certificates of each Series will represent interests solely in the related Trust
and will not represent obligations of or interests in, or be insured or
guaranteed by, UAC, UAFC, UACFC, the Depositor, the Trustee or any other entity.
Consequently, holders of the Certificates of any Series must rely for repayment
upon payments on the related Receivables and, if and to the extent available,
amounts available under any available form of credit enhancement, all as
specified in the related Prospectus Supplement.
Maturity and Prepayment Considerations. All of the Receivables are
prepayable at any time by the related Obligor. As used herein with respect to
any Receivable, the term prepayment includes prepayments in full, partial
prepayments (including those related to rebates of extended warranty contract
costs and insurance premiums) and liquidations due to defaults, as well as
receipts of proceeds from physical damage, credit life and disability insurance
policies and any lender's single insurance policy, and Purchase Amounts with
respect to certain other Receivables repurchased by UAC as a result of a breach
of a representation or warranty or purchased by the Servicer for administrative
reasons. The rate of prepayments on the Receivables may be influenced by a
variety of economic, social and other factors, including the fact that an
Obligor generally may not sell or transfer the Financed Vehicle securing a
Receivable without the consent of UAFC (or, if applicable one of the other Named
Lienholders). The rate of prepayment on the Receivables may also be influenced
by the structure of the underlying loans. To the extent prepayments on the
Receivables are more rapid than expected, Certificateholders' anticipated yield
will be reduced, except to the extent protection against prepayment risks is
provided to Certificateholders as described in the related Prospectus
Supplement. See "Weighted Average Life of the Certificates". In addition, if so
provided in the related Prospectus Supplement, the Servicer or one or more other
entities may be entitled to purchase, or to cause another person or entity to
purchase, the Receivables of a given Receivables Pool under the circumstances
described in such Prospectus Supplement. See "Description of the Transfer and
Servicing Agreements - Termination".
In addition, a Series of Certificates may include one or more classes
of interest-only or other Strip Certificates that may be more sensitive than
other classes of Certificates of such Series to the rate of payment on the
related Receivables. Prospective investors in any such class of Certificates
should carefully consider the information provided with respect to such
Certificates under "Risk Factors" and elsewhere in the related Prospectus
Supplement.
Ratings of the Certificates. It is a condition of the issuance of the
Certificates to be offered hereunder that they be rated in one of the four
highest rating categories by at least one nationally recognized statistical
rating organization. A rating is not a recommendation to purchase, hold or sell
Certificates inasmuch as a rating does not comment as to market price or
suitability for a particular investor. The ratings of the Certificates will
address the likelihood of the payment of principal and interest thereon pursuant
to their terms. There can be no assurance that a rating will remain in effect
for any given period of time or that a rating will not be lowered or withdrawn
entirely by a Rating Agency if in its judgment circumstances in the future so
warrant. For more detailed information regarding the ratings assigned to any
class of a particular Series of Certificates, see "Summary of Terms -- Ratings"
and "Risk Factors -- Certificate Rating" in the related Prospectus Supplement.
Book-Entry Registration. Unless otherwise specified in the related
Prospectus Supplement, each class of the Certificates of a given Series
initially will be represented by one or more certificates registered in the name
of Cede & Co. ("Cede"), or any other nominee of The Depository Trust Company
("DTC") set forth in the related Prospectus Supplement, and will not be
registered in the names of the holders of such Certificates or their nominees.
Because of this, unless and until Definitive Certificates for such Series are
issued, the beneficial owners of such Certificates will not be recognized by the
Trustee as "Certificateholders" (as such term is used herein or in the related
Pooling and Servicing Agreement). Hence, until Definitive Certificates are
issued, beneficial owners of the Certificates will be able to exercise the
rights of Certificateholders only indirectly through DTC and its participating
organizations. See "Description of the Certificates -- Book-Entry Registration"
and " -- Definitive Certificates".
THE TRUSTS
Each Series of Certificates will be issued by a separate Trust
established by the Depositor pursuant to a Pooling and Servicing Agreement for
the transactions described herein and in the related Prospectus Supplement. The
property of each Trust will include one or more pools (each a "Receivables
Pool") of simple interest or precomputed interest retail installment sale or
installment loan contracts secured by new or used automobiles, light trucks or
vans and certain payments due or received thereunder after the applicable Cutoff
Date. The Receivables in each Receivables Pool were or will be either (a)
originated by Dealers for assignment to UAC (either directly or indirectly
through UACFC, any Third Party Originator or the Predecessor), (b) solicited by
Dealers for origination by UAC, UACFC or the Predecessor or (c) originated
directly or indirectly by a Third Party Originator and sold to the Depositor or
UAC and thereafter sold to the Depositor for inclusion in a Trust. Immediately
after the origination or other acquisition of the Contracts by UAC, UAC sells
the Contracts to UAFC in the ordinary course of business. One of the Named
Leinholders will be the registered lienholder listed on the certificates of
title of the Financed Vehicles. The Receivables will continue to be serviced by
UAC as the initial Servicer under each Pooling and Servicing Agreement.
On or prior to the applicable Closing Date, UAFC will sell to the
Depositor, pursuant to the Purchase Agreement, Receivables in the aggregate
principal amount specified in the related Prospectus Supplement. Thereafter, on
such Closing Date, the Depositor will convey such Receivables and, if so
provided in the related Prospectus Supplement, the Pre-Funded Amount to the
related Trust in exchange for the delivery to the Depositor of the Series of
Certificates issued on such date by such Trust. If the Prospectus Supplement
provides for the conveyance of a Pre-Funded Amount to the related Trust, UAFC
will also be required under the Purchase Agreement, and the Depositor will be
required under the related Pooling and Servicing Agreement, to convey to the
Depositor and the Trust, respectively, Subsequent Receivables from time to time
during the Funding Period in an aggregate principal amount approximately equal
to such Pre-Funded Amount. Any Subsequent Receivables so conveyed to a Trust
will also be assets of such Trust. Except as otherwise provided in the related
Prospectus Supplement, the property of each Trust will also include (i)
interests in certain amounts that may from time to time be held in separate
trust accounts established and maintained pursuant to the related Pooling and
Servicing Agreement and, if so provided in the related Prospectus Supplement,
the proceeds of such accounts; (ii) security interests in the Financed Vehicles
and any other interest of the Named Lienholders and the Depositor in such
Financed Vehicles; (iii) any recourse rights of the Named Lienholders against
Dealers; (iv) any rights of the Named Lienholders to proceeds from claims on or
refunds of premiums with respect to certain physical damage, credit life and
disability insurance policies covering the Financed Vehicles or the Obligors, as
the case may be, including any lender's single interest insurance policy; (v)
any property that secures a Receivable and that has been acquired by the Trust;
(vi) certain rights under the related Purchase Agreement; and (vii) any and all
proceeds of the foregoing. UAFC will not convey to the Depositor, and the
Depositor will not convey to a Trust, and the related Certificateholders will
have no interest in, any contract with a Dealer establishing "dealer reserves"
or any rights to recapture dealer reserves pursuant to such a contract. To the
extent specified in the related Prospectus Supplement, a Pre-Funding Account or
a Cash Collateral Account, a yield supplement account, surety bond, swap or
other interest rate protection, or any other form of credit enhancement may be a
part of the property of a Trust or may be held by the Trustee for the benefit of
holders of the related Certificates.
UAC, as initial Servicer under each Pooling and Servicing Agreement,
will continue to service the Receivables held by each Trust and will receive
fees for such services. See "Description of the Transfer and Servicing
Agreements -- Servicing Compensation and Payment of Expenses" herein. To
facilitate the servicing of the Receivables, the Depositor and each Trustee will
designate the Servicer as custodian of the Receivables and the related documents
for the related Trust; due to the administrative burden and expense, however,
the certificates of title to the Financed Vehicles will not be amended to
reflect the sale and assignment of the security interest in the Financed
Vehicles to either the Depositor or the Trust. In the absence of such an
amendment, a Trust may not have a perfected security interest in certain of the
Financed Vehicles in some states. See "Certain Legal Aspects of the Receivables"
and "Description of the Transfer and Servicing Agreements -- Sale and Assignment
of Receivables".
If the protection provided to the holders of the Certificates of any
Series (the "Certificateholders") by the subordination, if any, of one or more
classes of Certificates of such Series and by any Cash Collateral Account, yield
supplement account or other available form of credit enhancement for such Series
is insufficient, such Certificateholders will have to look to payments by or on
behalf of Obligors on the related Receivables and the proceeds from the
repossession and sale of Financed Vehicles that secure defaulted Receivables for
distributions of principal of and interest on the related Certificates. In such
event, certain factors, such as the Trust's not having perfected security
interests in all of the Financed Vehicles, may limit the ability of a Trust to
realize on the collateral securing the related Receivables or may limit the
amount realized to less than the amount due thereunder. Certificateholders may
thus be subject to delays in payment on, or may incur losses on their investment
in, such Certificates as a result of defaults or delinquencies by Obligors and
depreciation in the value of the related Financed Vehicles. See "Description of
the Transfer and Servicing Agreements -- Credit and Cash Flow Enhancement" and
"Certain Legal Aspects of the Receivables".
The Trustee
The Trustee for each Trust will be specified in the related Prospectus
Supplement. The Trustee's liability in connection with the issuance and sale of
the related Certificates is limited solely to the express obligations of such
Trustee set forth in the related Pooling and Servicing Agreement. A Trustee may
resign at any time, in which event the Servicer will be obligated to appoint a
successor Trustee. The Servicer may also remove a Trustee if such Trustee ceases
to be eligible to continue as Trustee under the related Pooling and Servicing
Agreement or if such Trustee becomes insolvent. If the Servicer so removes a
Trustee, the Servicer will be obligated to appoint a successor to such Trustee.
Any resignation or removal of a Trustee and appointment of a successor Trustee
will not become effective until acceptance of the appointment by the successor
Trustee.
THE RECEIVABLES POOLS
General
The Receivables in each Receivables Pool were or will be acquired by
one of the Named Lienholders from Dealers or originated by the Named Lienholders
through Dealers in the ordinary course of business. Immediately after their
origination or acquisition by UAC, the Receivables were or will be conveyed to
UAFC. One of the Named Lienholders will be the registered lienholder on the
certificates of title to each of the Financed Vehicles.
The Receivables to be sold to each Trust will be selected from UAFC's
portfolio for inclusion in a Receivables Pool based on several criteria,
including that, unless otherwise provided in the related Prospectus Supplement,
each Receivable (i) is secured by a new or used vehicle, (ii) provides for level
monthly payments (except for the last payment, which may be different from the
level payments) that fully amortize the amount financed over the original term
to maturity of the Receivable, (iii) is a Precomputed Receivable or a Simple
Interest Receivable and (iv) satisfies the other criteria, if any, set forth in
the related Prospectus Supplement. No selection procedures believed by UAFC or
the Depositor to be adverse to Certificateholders were or will be used in
selecting the Receivables.
Underwriting Procedures
UAC uses the degree of the applicant's creditworthiness as the basic
criterion when originating an installment sale contract or purchasing such a
contract from a Dealer. Each credit application requires that the applicant
provide current information regarding the applicant's employment history, bank
accounts, debts, credit references, and other factors that bear on
creditworthiness. UAC applies uniform underwriting standards when originating
loans on new and used vehicles. UAC also typically obtains credit reports from
major credit reporting agencies summarizing the applicant's credit history and
paying habits, including such items as open accounts, delinquent payments,
bankruptcies, repossessions, lawsuits, and judgments. UAC's credit analysts may
verify an applicant's employment or, where appropriate, check directly with the
applicant's creditors. On the basis of such information, extensive historical
data and the experience of its senior management, UAC is in a position to assess
an applicant's ability to repay a loan. Since December 1988, the criteria
applied by UAC to evaluate applicants have included credit scoring using models
developed by independent firms experienced in developing credit scoring models.
Credit scoring evaluates an applicant's credit profile to arrive at an estimate
of the associated credit risk. Credit scoring models are developed by
statistically evaluating common characteristics of applicants and their
correlation with credit risk.
While UAC adheres to no specific loan-to-value ratios, the amount
financed by UAC under an installment contract generally will not exceed, in the
case of new vehicles, the manufacturer's suggested retail price of the financed
vehicle, including sales tax, license fees and title fees, plus the cost of
service and warranty contracts and premiums for physical damage, credit life and
disability insurance obtained in connection with the vehicle or the financing.
In the case of used vehicles, if the applicant meets UAC's creditworthiness
criteria, the amount financed may exceed the "average black book value" (as
published by National Auto Research, a standard reference source for dealers in
used cars) of the financed vehicle, including sales tax, license fees and title
fees, plus the cost of service and warranty contracts and premiums for physical
damage, credit life and disability insurance obtained in connection with the
vehicle or financing. UAC believes that the resale value of a new vehicle
purchased by an obligor will generally decline below the manufacturer's
suggested retail price and, in some cases, may decline for a period of time
below the principal balance outstanding on the related installment contract. UAC
also believes that the resale value of a used vehicle purchased by an obligor
will generally decline, but believes that the percentage of such decline
generally will be less than the percentage of decline in the resale value of a
new vehicle. UAC regularly reviews the quality of the Contracts purchased from
Dealers and periodically conducts quality audits to ensure compliance with its
established policies and procedures.
The underwriting procedures and standards employed by the Predecessor
are substantially similar to those used by UAC and, accordingly, references to
UAC in the foregoing discussion of UAC's underwriting procedures apply also to
any Receivables included in a Receivables Pool that was acquired by UAC from
UACFC or the Predecessor or Receivables that are otherwise originated by UACFC
or the Predecessor. See also "Union Acceptance Corporation and Affiliates"
herein.
The applicable Prospectus Supplement will describe the underwriting
procedures utilized by any Third Party Originator which sold Receivables to UAC
that are included in the Trust to the extent material to investors.
Allocation of Payments
The Receivables will be either Simple Interest Receivables or
Precomputed Receivables. "Simple Interest Receivables" provide for equal monthly
payments that are applied, first, to interest accrued to the date of such
payment, then to principal due on such date, then to pay any applicable late
charges, and then to further reduce the outstanding principal balance.
Accordingly, if an Obligor pays a fixed monthly installment before its due date
under a Simple Interest Receivable, the portion of the payment allocable to
interest for the period since the preceding payment will be less than it would
have been had the payment been made on the contractual due date, and the portion
of the payment applied to reduce the principal balance of the Receivable will be
correspondingly greater. Conversely, if an Obligor pays a fixed monthly
installment under a Simple Interest Receivable after its contractual due date,
the portion of such payment allocable to interest for the period since the
preceding payment will be greater than it would have been had the payment been
made when due, and the portion of such payment applied to reduce the principal
balance of the Receivable will be correspondingly less, in which case a larger
portion of the principal balance may be due on the final scheduled payment date.
"Precomputed Receivables" consist of either (i) monthly actuarial
receivables ("Actuarial Receivables") or (ii) receivables that provide for
allocation of payments according to the "sum of periodic balances" method,
similar to the Rule of 78's ("Rule of 78's Receivables"). An Actuarial
Receivable provides for amortization of the loan over a series of fixed level
payment monthly installments. Each monthly installment, including the monthly
installment representing the final payment of the receivable, consists of an
amount of interest equal to 1/12 of the annual percentage rate of the loan
multiplied by the unpaid principal balance of the loan, and an amount of
principal equal to the remainder of the monthly payment. A Rule of 78's
Receivable provides for the payment by the Obligor of a specified total amount
of payments, payable in equal monthly installments on each due date, which total
represents the principal amount financed and add-on interest for the term of the
receivable. The rate at which the amount of add-on interest is earned and,
correspondingly, the amount of each fixed monthly payment allocated to reduction
of the outstanding principal amount of the Receivable are calculated in
accordance with the sum of the periodic time balances or the "Rule of 78's". If
a Precomputed Receivable is prepaid in full (voluntarily or by liquidation,
acceleration or otherwise), under the terms of the Contract a "refund" or
"rebate" will be made to the Obligor of the portion of the total amount of
payments then due and payable under the Contract allocable to "unearned"
interest. Unearned interest is calculated in accordance with the sum of the
periodic time balances method or a method equivalent to the "Rule of 78's". The
amount of any such rebate under a Precomputed Receivable generally will be less
than or equal to the remaining scheduled payments of interest that would have
been due under a Simple Interest Receivable for which all payments were made on
schedule and generally will be significantly less than such amount.
Unless otherwise stated in the related Prospectus Supplement, all of
the Receivables that are Precomputed Receivables will be Rule of 78's
Receivables; however, the Trust will account for all Rule of 78's Receivables as
if such Receivables were Actuarial Receivables. Except as otherwise indicated in
the related Prospectus Supplement, early payments on Precomputed Receivables
("Payaheads") will be deposited to the Payahead Account as described under
"Description of the Transfer and Servicing Agreements -- Accounts". Amounts
received upon prepayment in full of a Rule of 78's Receivable in excess of the
then outstanding principal balance of such Receivable (computed on an actuarial
basis) will not be passed through to Certificateholders, except to the extent
necessary to pay interest and principal on the Certificates.
In the event of the liquidation of a Receivable or the repossession of
a Financed Vehicle, amounts recovered are applied first to the expenses of
repossession, and then to unpaid principal and interest and any related payment
or other fee.
Delinquencies, Repossessions and Net Losses
Certain information concerning the experience of UAC pertaining to
delinquencies, repossessions and net losses with respect to new and used retail
automobile, light truck and van receivables (including receivables previously
sold by UAC or the Predecessor but which UAC continues to service) will be set
forth in each Prospectus Supplement. There can be no assurance that the
delinquency, repossession and net loss experience with respect to any
Receivables Pool will be comparable to prior experience or to such information.
WEIGHTED AVERAGE LIFE OF THE CERTIFICATES
The weighted average life of the Certificates of any Series generally
will be influenced by the rate at which the principal balances of the related
Receivables are paid, which payment may be in the form of scheduled amortization
or prepayments. For this purpose, the term prepayments includes prepayments in
full, partial prepayments (including those related to rebates of extended
warranty contract costs and insurance premiums), liquidations due to defaults,
as well as receipts of proceeds, if any, from physical damage, credit life and
disability and/or any lender's single interest insurance policies, and the
Purchase Amount of Receivables repurchased by UAC due to a breach of a
representation or warranty or purchased by the Servicer for administrative
purposes. All of the Receivables are prepayable at any time without penalty to
the Obligor. The rate of prepayment of automotive receivables is influenced by a
variety of economic, social and other factors, including the fact that an
Obligor generally may not sell or transfer the Financed Vehicle securing a
Receivable without the consent of the registered lienholder (or the Servicer on
behalf of such lienholder). The rate of prepayment on the Receivables may also
be influenced by the structure of the loan. In addition, under certain
circumstances, UAC will be obligated to repurchase Receivables from a Trust
pursuant to the related Purchase Agreement and Pooling and Servicing Agreement
as a result of breaches of representations and warranties, and the Servicer will
be obligated to purchase Receivables from a Trust pursuant to the related
Pooling and Servicing Agreement as a result of breaches of certain covenants.
See "Description of the Transfer and Servicing Agreements -- Sale and Assignment
of Receivables" and " -- Servicing Procedures". See also "Description of the
Transfer and Servicing Agreements -- Termination" regarding the option of the
Servicer or any other entity to purchase or cause the Receivables to be
purchased from a Trust.
A Series of Certificates may include one or more classes of Strip
Certificates that are more sensitive than certain other classes of Certificates
of the same Series to the rate of payment of the related Receivables.
Prospective investors in any such Strip Certificates should consider carefully
the information regarding such Certificates in the related Prospectus
Supplement.
In light of the above considerations, there can be no assurance as to
the amount of principal payments to be made on the Certificates of a Series on
any Distribution Date since such amount will depend, in part, on the amount of
principal collected on the related Receivables Pool during the applicable
Collection Period. Unless otherwise provided by a prepayment risk protection
arrangement described in the related Prospectus Supplement, any reinvestment
risks resulting from a faster or slower incidence of prepayment of Receivables
will be borne entirely by the Certificateholders. The related Prospectus
Supplement may also set forth certain additional information with respect to the
maturity and prepayment considerations applicable to the particular Receivables
Pool and the related Series of Certificates or particular classes of
Certificates.
POOL FACTORS AND OTHER CERTIFICATE INFORMATION
The "Certificate Pool Factor" for each class of Certificates will be a
seven-digit decimal which the Servicer will compute prior to each distribution
with respect to such class of Certificates and which will indicate the remaining
Certificate Balance of such class of Certificates, as of the applicable
Distribution Date (after giving effect to distributions to be made on such
Distribution Date), as a fraction of the initial Certificate Balance of such
class of Certificates. Each Certificate Pool Factor will be 1.0000000 as of the
related Closing Date and thereafter will decline to reflect reductions in the
applicable Class Certificate Balance. A Certificateholder's portion of the
aggregate outstanding Class Certificate Balance will equal the product of (a)
the original denomination of such Certificateholder's Certificate and (b) the
applicable Certificate Pool Factor at the time of determination.
Unless otherwise provided in the related Prospectus Supplement, the
Certificateholders will receive reports on or about each Distribution Date
concerning payments received on the Receivables, the Pool Balance and each
Certificate Pool Factor. In addition, Certificateholders of record during any
calendar year will be furnished information for tax reporting purposes not later
than the latest date permitted by law. See "Description of the Certificates --
Statements to Certificateholders".
USE OF PROCEEDS
On each Closing Date, the Depositor will convey the Receivables and, if
so provided in the related Prospectus Supplement, the applicable Pre-Funded
Amount to the related Trust in exchange for the related Series of Certificates.
Unless otherwise provided in the related Prospectus Supplement, the Depositor
will apply the net proceeds from the sale of the Certificates to the purchase of
the Receivables from UAFC and, if so provided in the related Prospectus
Supplement, to fund the Pre-Funding Account. UAFC will use the portion of such
proceeds paid to it to repay short-term borrowings and/or to purchase Contracts
from UAC and for general corporate purposes, and UAC will use such proceeds for
general corporate purposes.
UNION ACCEPTANCE CORPORATION AND AFFILIATES
UAC is an automotive finance company engaged primarily in the indirect
financing (the purchase of loan contracts from Dealers) of automobile purchases
by individuals.
UAC consummated its initial public offering of its Class A Common Stock
on August 7, 1995. In conjunction with such offering, the Predecessor effected a
spin-off of UAC. UAC is no longer a subsidiary of the Predecessor.
UACFC is a wholly-owned subsidiary of UAC, formed in November 1996 as
an Indiana corporation. UACFC is organized primarily for the purpose of
purchasing automobile installment sale and installment loan contracts from
Dealers in certain states where UAC is not licensed to do so, reselling such
receivables to UAC and conducting activities incidental thereto.
UAFC is a wholly-owned subsidiary of UAC, formed in April 1994 as a
Delaware corporation, and is organized for the limited purpose of acquiring from
UAC and holding automobile installment sale and installment loan contracts,
reselling such receivables and conducting activities incidental thereto.
Immediately upon its acquisition of receivables, UAC sells such receivables to
UAFC, together with its security interest in the related Financed Vehicle and
other collateral. UAFC (or, with respect to certain Receivables, UAC or the
Predecessor) is registered as lienholder on the certificates of title for the
Financed Vehicles. In March 1998, UAFC acquired the non-prime automobile
financing portfolio of Performance Funding Corporation ("PFC"), another
wholly-owned subsidiary of UAC, and also succeeded to its business of purchasing
non-prime automobile loan contracts from UAC. The related Prospectus Supplement
will disclose if any non-prime Receivables will be included in the Trust.
The Depositor is a wholly-owned subsidiary of UAC, formed in October
1994 as a Delaware corporation and is organized for the limited purpose of
acquiring automobile installment sale and installment loan contracts from UAC or
UAFC, reselling such receivables and conducting activities incidental thereto.
The Depositor has taken steps in structuring the transactions
contemplated hereby that are intended to ensure that the voluntary or
involuntary application for relief by UAC or UAFC under the United States
Bankruptcy Code or similar applicable state laws ("Insolvency Laws") will not
result in the consolidation of the assets and liabilities of the Depositor with
those of UAC, UACFC or UAFC. These steps include the creation of the Depositor
as a separate, limited-purpose subsidiary pursuant to a certificate of
incorporation containing certain limitations (including restrictions on the
nature of the Depositor's business, as described above, and restrictions on the
Depositor's ability to commence a voluntary case or proceeding under any
Insolvency Law without the unanimous affirmative vote of all its directors).
However, there can be no assurance that the activities of the Depositor would
not result in a court concluding that the assets and liabilities of the
Depositor should be consolidated with those of UAC or UAFC in a proceeding under
an Insolvency Law. See "Certain Legal Aspects of the Receivables -- Bankruptcy
Matters".
In addition, tax and certain other statutory liabilities, such as
liabilities to the Pension Benefit Guaranty Corporation, if any, relating to the
underfunding of pension plans of UAC or its affiliates can be asserted against
the Depositor. To the extent that any such liabilities arise after the transfer
of Receivables to a Trust, the Trust's interest in the Receivables would be
prior to the interest of the claimant with respect to any such liabilities.
However, the existence of a claim against the Depositor could permit the
claimant to subject the Depositor to an involuntary proceeding under the
Bankruptcy Code or other Insolvency Laws. See "Certain Legal Aspects of the
Receivables -- Bankruptcy Matters".
DESCRIPTION OF THE CERTIFICATES
General
Each Trust will issue a Series of Certificates pursuant to a Pooling
and Servicing Agreement. A form of the Pooling and Servicing Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part. The following summary does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the provisions of the related
Certificates and Pooling and Servicing Agreement.
Unless otherwise specified in the related Prospectus Supplement, the
Certificates will be available for purchase in minimum denominations of $1,000
and integral multiples in excess thereof in book-entry form only.
Distributions of Principal and Interest
The timing and priority of distributions, seniority, allocations of
losses, Pass-Through Rate and amount of or method of determining distributions
with respect to principal and interest on each class of Certificates of a Series
will be described in the related Prospectus Supplement. Distributions on such
Certificates will be made on the dates specified in the related Prospectus
Supplement (the "Distribution Date") and may be made prior to distributions with
respect to principal of such Certificates. To the extent provided in the related
Prospectus Supplement, a Series of Certificates may include one or more classes
of Strip Certificates entitled to (i) interest distributions with
disproportionate, nominal or no principal distributions or (ii) principal
distributions with disproportionate, nominal or no interest distributions. Each
class of Certificates may have a different Pass-Through Rate, which may be a
fixed, variable or adjustable Pass-Through Rate (and which may be zero for
certain classes of Strip Certificates) or any combination of the foregoing. The
related Prospectus Supplement will specify the Pass-Through Rate for each class
of Certificates of a Series or the method for determining such Pass-Through
Rate.
To the extent specified in any Prospectus Supplement, one or more
classes of Certificates of a given Series may have fixed principal and/or
interest distribution schedules or may be correlated to one or more Receivables
Pools.
In the case of a Series of Certificates that includes two or more
classes of Certificates, the timing, sequential order, priority of payment or
amount of distributions in respect of interest and principal, and any schedule
or formula or other provisions applicable to the determination thereof, of each
such class shall be as set forth in the related Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, distributions in
respect of interest on and principal of any class of Certificates will be made
on a pro rata basis among all holders of Certificates of such class.
Book-Entry Registration
Unless otherwise specified in the related Prospectus Supplement, each
class of Certificates initially will be represented by one or more certificates,
in each case registered in the name of the nominee of DTC. Unless another
nominee is specified in the related Prospectus Supplement, the nominee of DTC
will be Cede & Co. Accordingly, such nominee is expected to be the holder of
record of the Certificates of each Series, except for Certificates, if any,
retained by the Depositor or UAC. Unless and until Definitive Certificates are
issued under the limited circumstances described herein or in the related
Prospectus Supplement, no Certificateholder will be entitled to receive a
physical certificate representing a Certificate, all references herein and in
the related Prospectus Supplement to actions by Certificateholders will refer to
actions taken by DTC upon instructions from the Participants, and all references
herein and in the related Prospectus Supplement to distributions, notices,
reports and statements to Certificateholders will refer to distributions,
notices, reports and statements to DTC or its nominee, as the case may be, as
the registered holder of the Certificates, for distribution to
Certificateholders in accordance with DTC's procedures with respect thereto.
Beneficial owners of the Certificates ("Certificate Owners") will not be
recognized as "Certificateholders" by the related Trustee, as such term is used
in each Pooling and Servicing Agreement, and Security Owners will be permitted
to exercise the rights of Certificateholders only indirectly through DTC and its
participating members ("Participants").
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the Uniform Commercial Code (the "UCC") in effect in the
State of New York, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC was created to hold securities for the
Participants and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entries, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (the "Indirect
Participants").
Unless otherwise specified in the related Prospectus Supplement,
Certificate Owners that are not Participants or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or an interest in, the
Certificates may do so only through Participants and Indirect Participants. In
addition, all Certificate Owners will receive all distributions of principal and
interest from the related Trustee through Participants. Under a book-entry
format, Certificate Owners may experience some delay in their receipt of
payments, since such payments will be forwarded by the Trustee to DTC's nominee.
DTC will then forward such payments to the Participants, which thereafter will
forward them to Indirect Participants or Certificate Owners.
Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book-entry transfers
among Participants on whose behalf it acts with respect to the Certificates and
to receive and transmit distributions of principal of and interest on the
Certificates. Participants and Indirect Participants with which Certificate
Owners have accounts with respect to the Certificates similarly are required to
make book-entry transfers and to receive and transmit such payments on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates representing the Certificates, the Rules
provide a mechanism by which Participants and Indirect Participants will receive
payments and transfer interests, directly or indirectly, on behalf of
Certificate Owners.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge Certificates to persons or entities that do not participate in
the DTC system, or otherwise take actions with respect to such Certificates, may
be limited due to the lack of a physical certificate representing such
Certificates.
DTC has advised the Depositor that it will take any action permitted to
be taken by a Certificate Owner under the Pooling and Servicing Agreement only
at the direction of one or more Participants to whose account with DTC the
Certificates are credited. DTC may take conflicting actions with respect to
other undivided interests to the extent that such actions are taken on behalf of
Participants whose holdings include such undivided interests.
Except as required by law, the related Trustee will not have any
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of Certificates of any Series held by DTC's
nominee, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Definitive Certificates
Unless otherwise stated in the related Prospectus Supplement, the
Certificates of a given Series will be issued in fully registered, certificated
form ("Definitive Certificates") to Certificateholders or their respective
nominees, rather than to DTC or its nominee, only if (i) the related Trustee
determines that DTC is no longer willing or able to discharge properly its
responsibilities as depository with respect to the related Certificates and such
Trustee is unable to locate a qualified successor, (ii) the Trustee elects, at
its option, to terminate the book-entry system through DTC or (iii) after the
occurrence of an Event of Default, Certificate Owners representing at least a
majority of the outstanding principal amount of the Certificates of such Series,
advise the related Trustee through DTC that the continuation of a book-entry
system through DTC (or a successor thereto) is no longer in the best interests
of the related Certificate Owners.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the related Trustee will be required to notify the related
Certificate Owners, through Participants, of the availability of Definitive
Certificates. Upon surrender by DTC of the certificates representing all
Certificates of any affected class and the receipt of instructions for
re-registration, the Trustee will issue Definitive Certificates to the related
Certificate Owners. Distributions on the related Definitive Certificates will be
made thereafter by the related Trustee directly to the holders in whose name the
related Definitive Certificates are registered at the close of business on the
applicable record date, in accordance with the procedures set forth herein and
in the related Pooling and Servicing Agreement. Distributions will be made by
check mailed to the address of such holders as they appear on the register
specified in the related Pooling and Servicing Agreement; however, the final
payment on any Certificates (whether Definitive Certificates or Certificates
registered in the name of a depository or its nominee) will be made only upon
presentation and surrender of such Certificates at the office or agency
specified in the notice of final distribution to Certificateholders.
Definitive Certificates will be transferable and exchangeable at the
offices of the related Trustee (or any security registrar appointed thereby). No
service charge will be imposed for any registration of transfer or exchange, but
such Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
Statements to Certificateholders
With respect to each Series of Certificates, on or prior to each
Distribution Date, the Servicer (to the extent applicable to such
Certificateholder) will prepare and forward to the related Trustee to be
included with the distribution to each Certificateholder of record a statement
setting forth for the related Collection Period the following information (and
any other information specified in the related Prospectus Supplement):
(i) the amount of the distribution allocable to principal of each
class of Certificates of such Series;
(ii) the amount of the distribution allocable to interest on each
class of Certificates of such Series;
(iii) the amount of the Servicing Fee paid to the Servicer with
respect to the related Collection Period;
(iv) the Class Certificate Balance and Certificate Pool Factor for each
class of Certificates of such Series as of the Distribution Date after giving
effect to all payments under clause (i) above on such date;
(v) the balance of any Cash Collateral Account or other form of credit
enhancement, after giving effect to any additions thereto or withdrawals
therefrom or reductions thereto to be made on the following Distribution Date;
(vi) with respect to any Series of Certificates as to which a
Pre-Funding Account has been established, for Distribution Dates during the
Funding Period, the remaining Pre-Funded Amount; and
(vii) with respect to any Series of Certificates as to which a
Pre-Funding Account has been established, for the Distribution Date that falls
on or immediately after the end of the Funding Period, if any, the amount of the
Pre-Funded Amount that has not been used to purchase Subsequent Receivables.
Dollar amounts described in items (i), (ii) and (iv) above will be
expressed as a dollar amount per $1,000 of initial Class Certificate Balance of
such Certificates.
In addition, within the prescribed period of time for tax reporting
purposes after the end of each calendar year during the term of each Trust, the
related Trustee, as applicable, will mail to each person who at any time during
such calendar year shall have been a registered Certificateholder a statement
containing certain information for the purposes of such Certificateholder's
preparation of federal income tax returns. See "Certain Federal Income Tax
Consequences".
List of Certificateholders
Unless otherwise specified in the related Prospectus Supplement, each
Trustee, within 15 days after receipt of written request of the Servicer, will
provide the Servicer with a list of the names and addresses of all holders of
record as of the most recent record date of the related Series of Certificates.
In addition, three or more holders of the Certificates of any Series or one or
more holders of such Certificates evidencing not less than 25% of the applicable
Certificate Balance may, by written request to the related Trustee, obtain
access to the list of all Certificateholders maintained by such Trustee for the
purpose of communicating with other Certificateholders with respect to their
rights under the related Pooling and Servicing Agreement or under such
Certificates.
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS
The following summary describes certain terms of each Purchase
Agreement and Pooling and Servicing Agreement (collectively, the "Transfer and
Servicing Agreements") pursuant to which the Depositor will purchase Receivables
from UAFC, a Trust will purchase Receivables from the Depositor, and the
Servicer will agree to service such Receivables. Forms of the Purchase Agreement
and Pooling and Servicing Agreement have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The following
summary does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the provisions of the related Transfer and
Servicing Agreements.
Sale and Assignment of Receivables
On the related Closing Date, (i) UAFC will sell and assign to the
Depositor pursuant to the related Purchase Agreement, without recourse, its
entire right in the related Receivables, including its security interests in the
related Financed Vehicles and (ii) the Depositor will sell and assign to the
related Trust pursuant to the related Pooling and Servicing Agreement, without
recourse, (a) its entire right in such Receivables, including the security
interests in the Financed Vehicles, and (b) if so provided in the related
Prospectus Supplement, the applicable Pre-Funded Amount. Each Receivable will be
identified in a schedule appearing as an exhibit to the related Purchase
Agreement and Pooling and Servicing Agreement. The Trustee will, concurrently
with such sale and assignment of the Receivables and, if applicable, the
Pre-Funded Amount, to the related Trust, execute, authenticate and deliver the
related Series of Certificates to the Depositor in exchange for such Receivables
and such Pre-Funded Amount, if any. The related Prospectus Supplement will
specify whether the property of a Trust will include the Pre-Funded Amount and,
if so, the terms, conditions and manner under which Subsequent Receivables will
be sold and assigned by the Depositor to the related Trust.
In each Purchase Agreement, UAFC and UAC will represent and warrant to
the Depositor, among other things, that (i) the information provided with
respect to the related Receivables is correct in all material respects; (ii) the
Obligor on each such Receivable has obtained or agreed to obtain and maintain
physical damage insurance covering the Financed Vehicle in accordance with UAC's
normal requirements; (iii) at the Closing Date, with respect to Receivables
conveyed to a Trust on the Closing Date, and on the applicable Subsequent
Transfer Date with respect to any Subsequent Receivables, the Receivables are
free and clear of all security interests, liens, charges and encumbrances, other
than the lien of the Depositor, and no offsets, defenses or counterclaims
against the Depositor, UAFC, UACFC or UAC have been asserted or threatened with
respect to the related Receivables; (iv) at the Closing Date or Subsequent
Transfer Date, as applicable, each of the related Receivables is secured by a
first perfected security interest in the related Financed Vehicle in favor of
UAFC (or one of the other Named Leinholders) or all necessary action has been
taken by the Named Lienholders to secure such a first perfected security
interest; and (v) each of the related Receivables, at the time it was
originated, complied and, at the Closing Date or Subsequent Transfer Date, as
applicable, complies, in all material respects with applicable federal and state
laws, including, without limitation, consumer credit, truth in lending, equal
credit opportunity and disclosure laws. As of the last day of any Collection
Period following the discovery by or notice to UAC of a breach of any such
representation or warranty that materially and adversely affects the interests
of the Depositor or its assignee in a Receivable (or as of the last day of the
preceding Collection Period, if UAC so elects), UAC, unless it has cured such
breach, will repurchase the Receivable at a price equal to the unpaid principal
balance owed by the Obligor thereon plus, if the nonpayment of interest on such
Receivable would require a withdrawal from or on any Cash Collateral Account or
other form of credit enhancement in connection with the purchase of such
Receivable on such date, accrued interest thereon at the applicable Contract
Rate to the date of purchase (the "Purchase Amount"), and such Receivable will
be considered a "Purchased Receivable" as of such date. In each Pooling and
Servicing Agreement, the Depositor will assign certain rights under the related
Purchase Agreement to the related Trust, including the right to cause UAC to
repurchase Receivables with respect to which it is in breach of any such
representation and warranty. The repurchase obligation of UAC pursuant to each
Purchase Agreement and Pooling and Servicing Agreement will constitute the sole
remedy available to the related Certificateholders or Trustee for any uncured
breach of a representation or warranty.
UAC anticipates that any Receivables purchased from a Third Party
Originator will be acquired directly or indirectly by UAFC and assigned to the
Trust under the arrangements described above. Any other arrangement in respect
of Receivables acquired from a Third Party Originator will be fully described in
the applicable Prospectus Supplement.
If the related Prospectus Supplement provides that the property of a
Trust will include a Pre-Funding Account, UAFC will be obligated to sell and
assign to the Depositor pursuant to the related Purchase Agreement, and the
Depositor will be obligated to sell and assign to the related Trust pursuant to
the related Pooling and Servicing Agreement, Subsequent Receivables from time to
time during the Funding Period in an aggregate outstanding principal amount
approximately equal to the Pre-Funded Amount. The related Trust will be
obligated pursuant to the related Pooling and Servicing Agreement to purchase
all such Subsequent Receivables from the Depositor subject to the satisfaction,
on or before the related Subsequent Transfer Date, of the following conditions
precedent, among others: (i) each such Subsequent Receivable shall satisfy the
eligibility criteria specified in the related Pooling and Servicing Agreement
and shall not have been selected from among the eligible Receivables in a manner
that UAFC or the Depositor deems adverse to the interests the related
Certificateholders; (ii) as of the applicable Cutoff Date for such Subsequent
Receivables, all of the Receivables in the related Trust, including the
Subsequent Receivables to be conveyed to the Trust as of such date, must satisfy
the parameters described under "The Receivables Pools" herein and "The
Receivables Pool" in the related Prospectus Supplement; (iii) any required
deposit to any Cash Collateral Account or other similar account must have been
made; and (iv) UAFC must execute and deliver to the Depositor, and the Depositor
must execute and deliver to such Trust, a written assignment conveying such
Subsequent Receivables to the Depositor and the related Trust, respectively. In
addition, the conveyance of Subsequent Receivables to a Trust is subject to the
satisfaction of the following conditions subsequent, among others, each of which
must be satisfied within the applicable time period specified in the related
Prospectus Supplement: (a) the Depositor must deliver certain opinions of
counsel to the related Trustee with respect to the validity of the conveyance of
such Subsequent Receivables to the Trust; (b) the Trustee must receive written
confirmation from a firm of certified independent public accountants that, as of
the end of the period specified therein, the Receivables in the related
Receivables Pool, including all such Subsequent Receivables, satisfied the
parameters described under "The Receivables Pools" herein and "The Receivables
Pool" in the related Prospectus Supplement; and (c) each of the Rating Agencies
must have notified the Depositor in writing that, following the conveyance of
the Subsequent Receivables to the Trust, each class of Certificates of the
related Series will have the same rating assigned to it by such Rating Agency
that it had on the related Closing Date. If any such conditions precedent or
conditions subsequent are not met with respect to any Subsequent Receivables
within the time period specified in the related Prospectus Supplement, UAC will
be required under the related Purchase Agreement and Pooling and Servicing
Agreement to repurchase such Subsequent Receivables from the related Trust, at a
purchase price equal to the related Purchase Amounts therefor.
Accounts
Certificate Account. With respect to each Trust, the Servicer will
establish and maintain with the related Trustee one or more accounts, in the
name of the Trustee on behalf of the related Certificateholders, into which all
payments made on or in respect of the related Receivables will be deposited and
from which all distributions with respect to the related Certificates will be
made (the "Certificate Account"). The amounts on deposit in the Certificate
Account will be invested by the Trustee in Eligible Investments.
Payahead Account. If so provided in the related Prospectus Supplement,
the Servicer will establish one or more additional accounts (each a "Payahead
Account"), in the name of the Trustee and for the benefit of Obligors on the
Receivables, into which, to the extent required by the Agreement, Payaheads on
Precomputed Receivables will be deposited until such time as the payment becomes
due. Until such time as payments are transferred from the Payahead Account to
the Certificate Account, they will not constitute collected interest or
collected principal and will not be available for distribution to
Certificateholders. The Payahead Account will initially be maintained with the
Trustee. Interest earned on the balance in the Payahead Account will be remitted
to the Servicer monthly. Collections on a Precomputed Receivable made during a
Collection Period shall be applied first to any overdue scheduled payment on
such Receivable, then to the scheduled payment on such Receivable due in such
Collection Period. If any collections remaining after the scheduled payment is
made are insufficient to prepay the Precomputed Receivable in full, then
generally such remaining collections shall be transferred to and kept in the
Payahead Account until such later Collection Period as the collections may be
retransferred to the Certificate Account and applied either to a later scheduled
payment or to prepay such Receivable in full.
Pre-Funding Account. If so provided in the related Prospectus
Supplement, the Servicer will establish and maintain an account, in the name of
the related Trustee on behalf of the related Certificateholders, into which the
Depositor will deposit the Pre-Funded Amount on the related Closing Date (the
"Pre-Funding Account"). In no event will the Pre-Funded Amount exceed 25% of the
aggregate Certificate Balance of the related Series of Certificates. The
Pre-Funded Amount will be used by the related Trustee to purchase Subsequent
Receivables from the Depositor from time to time during the Funding Period. The
amounts on deposit in the Pre-Funding Account during the Funding Period will be
invested by the Trustee in Eligible Investments. Any investment income received
on the Eligible Investments during a Collection Period (such amounts, net of any
related investment expenses, "Investment Income") will be included in the
interest distribution amount on the following Distribution Date. The Funding
Period, if any, for a Trust will begin on the related Closing Date and will end
on the date specified in the related Prospectus Supplement, which in no event
will be later than the date that is three calendar months after the related
Closing Date. Any amounts remaining in the Pre-Funding Account at the end of the
Funding Period will be distributed to the related Certificateholders, in the
manner and priority specified in the related Prospectus Supplement, as a
prepayment of principal of the related Certificates. Receivables purchased from
Third Party Originators will not be included in the Subsequent Receivables,
unless provided otherwise in the Prospectus Supplement.
Any other accounts to be established with respect to a Trust, including
any Cash Collateral Account or yield supplement account, will be described in
the related Prospectus Supplement.
For each Series of Certificates, funds in the Certificate Account,
Pre-Funding Account and any other account identified as such in the related
Prospectus Supplement (collectively, the "Trust Accounts") will be invested as
provided in the related Pooling and Servicing Agreement in Eligible Investments
and any related Investment Income will be distributed as described herein and in
the related Prospectus Supplement. "Eligible Investments" generally will be
limited to investments acceptable to the Rating Agencies as being consistent
with the rating of the related Certificates. Except as may be otherwise
indicated in the applicable Prospectus Supplement, Eligible Investments will
include (i) direct obligations of, and obligations guaranteed by, the United
States of America, the Federal National Mortgage Association, or any
instrumentality of the United States of America; (ii) demand and time deposits
in or similar obligations of any depository institution or trust company
(including the Trustee or any agent of the Trustee, acting in their respective
commercial capacities) rated P-1 by Moody's or A-1+ by Standard & Poor's (an
"Approved Rating") or any other deposit which is fully insured by the Federal
Deposit Insurance Corporation; (iii) repurchase obligations with respect to any
security issued or guaranteed by an instrumentality of the United States of
America entered into with a depository institution or trust company having an
Approved Rating (acting as principal); (iv) short-term corporate securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any State, the short-term
unsecured obligations of which have an Approved Rating, or higher, at the time
of such investment; (v) commercial paper having an Approved Rating at the time
of such investment; (vi) a guaranteed investment contract issued by any
insurance company or other corporation acceptable to the Rating Agencies; (vii)
interests in any money market fund having a rating of Aaa by Moody's Investors
Service, Inc. or AAAm by Standard & Poor's Ratings Services; and (viii) any
other investment approved in advance in writing by the Rating Agencies.
Except as described herein or in the related Prospectus Supplement,
Eligible Investments will be limited to obligations or securities that mature on
or before the date of the next scheduled distribution to Certificateholders of
such Series; provided, however, that, unless the related Prospectus Supplement
requires otherwise, each Pooling and Servicing Agreement will generally permit
the investment of funds in any Cash Collateral Account or similar type of credit
enhancement account to be invested in Eligible Investments without the
limitation that such Eligible Investments mature not later than the business day
prior to the next succeeding Distribution Date if (i) the Servicer obtains a
liquidity facility or similar arrangement with respect to such Cash Collateral
Account or other account and (ii) each rating agency that initially rated the
related Certificates confirms in writing that the ratings of such Certificates
will not be lowered or withdrawn as a result of eliminating or modifying such
limitation.
The Accounts will be maintained as Eligible Deposit Accounts. "Eligible
Deposit Account" means either (a) a segregated account with an Eligible
Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution have a credit rating from each Rating
Agency in one of its generic rating categories that signifies investment grade.
"Eligible Institution" means, with respect to a Trust, (a) the corporate trust
department of the related Trustee or (b) a depository institution organized
under the laws of the United States of America or any one of the states thereof
or the District of Columbia (or any domestic branch of a foreign bank) (i) that
has either (A) a long-term unsecured debt rating of at least Baa3 from Moody's
Investor's Service, Inc. or (B) a long-term unsecured debt rating, a short-term
unsecured debt rating or a certificate of deposit rating acceptable to the
Rating Agencies and (ii) whose deposits are insured by the FDIC.
Servicing Procedures
The Servicer will make reasonable efforts to collect all payments due
with respect to the Receivables and will, consistent with the related Pooling
and Servicing Agreement, follow such collection procedures as it follows with
respect to comparable automotive installment contracts that it owns or services
for others. The Servicer will continue to follow such normal collection
practices and procedures as it deems necessary or advisable to realize upon any
Receivables with respect to which the Servicer determines that eventual payment
in full is unlikely. The Servicer may sell the Financed Vehicle securing such
Receivables at a public or private sale, or take any other action permitted by
applicable law.
Consistent with its normal procedures, the Servicer may, in its
discretion, arrange with the Obligor on a Receivable to extend or modify the
payment schedule; if, however, the extension of a payment schedule causes a
Receivable to remain outstanding on the latest final scheduled Distribution Date
of any class of Certificates with respect to a Series of Certificates specified
in the related Prospectus Supplement (the "Final Scheduled Distribution Date"),
the Servicer will purchase such Receivable as of the last day of the Collection
Period preceding such Final Scheduled Distribution Date. The Servicer's purchase
obligation will constitute the sole remedy available to the related
Certificateholders or Trustee for any such modification of a Contract.
Collections
With respect to each Trust, the Servicer will deposit all payments
(from whatever source) on and all proceeds of the related Receivables collected
during a Collection Period into the related Certificate Account not later than
two business days after receipt thereof. However, at any time that and for so
long as (i) UAC is the Servicer, (ii) no Event of Default shall have occurred
and be continuing with respect to the Servicer and (iii) each other condition to
making deposits less frequently than daily as may be specified by the Rating
Agencies or set forth in the related Prospectus Supplement is satisfied, the
Servicer will not be required to deposit such amounts into the Certificate
Account until on or before the applicable Distribution Date. Pending deposit
into the Certificate Account, collections may be invested by the Servicer at its
own risk and for its own benefit and will not be segregated from its own funds.
If the Servicer were unable to remit such funds, Certificateholders might incur
a loss. To the extent set forth in the related Prospectus Supplement, the
Servicer may, in order to satisfy the requirements described above, obtain a
letter of credit or other security for the benefit of the related Trust to
secure timely remittances of collections on the related Receivables and payment
of the aggregate Purchase Amounts with respect to Receivables purchased by the
Servicer.
Unless otherwise provided in the applicable Prospectus Supplement,
Payaheads on Precomputed Receivables will be transferred from the Certificate
Account and deposited into the Payahead Account for subsequent transfer to the
Certificate Account, as described above under "-- Accounts"
Advances
Unless otherwise provided in the related Prospectus Supplement, if a
Receivable is delinquent more than 30 days at the end of a Collection Period,
the Servicer will make an Advance in the amount of 30 days of interest due on
such Receivable, but only to the extent that the Servicer, in its sole
discretion, expects to recoup the Advance from subsequent collections on the
Receivable or from withdrawals from any Cash Collateral Account or other form of
credit enhancement. The Servicer will deposit Advances in the Certificate
Account on or prior to the date specified therefor in the related Prospectus
Supplement. If the Servicer determines that reimbursement of an Advance from
subsequent payments on or with respect to the related Receivable is unlikely,
the Servicer may recoup such Advance from insurance proceeds, collections made
on other Receivables or from any other source specified in the related
Prospectus Supplement.
Servicing Compensation and Payment of Expenses
Unless otherwise specified in the related Prospectus Supplement, the
Servicer will be entitled to receive a fee with respect to each Trust (the
"Servicing Fee"), equal to one percent (1.00%) per annum (the "Servicing Fee
Rate"), payable monthly at one-twelfth the annual rate, of the related aggregate
Certificate Balance as of the preceding Distribution Date (after giving effect
to distributions to be made on such preceding Distribution Date). Unless
otherwise provided in the related Prospectus Supplement, the Servicer also will
collect and retain any late fees, prepayment charges, other administrative fees
or similar charges allowed by applicable law with respect to the Receivables and
will be entitled to reimbursement from each Trust for certain liabilities.
The Servicing Fee will compensate the Servicer for performing the
functions of a third-party servicer of automotive receivables as an agent for
the related Trust, including collecting and posting all payments, making
Advances, responding to inquiries of Obligors on the Receivables, investigating
delinquencies, sending payment coupons to Obligors, and overseeing the
collateral in cases of Obligor default. The Servicing Fee will also compensate
the Servicer for administering the related Receivables Pool, including
accounting for collections and furnishing monthly and annual statements to the
related Trustee with respect to distributions, and generating federal income tax
information for such Trust and for the related Certificateholders. The Servicing
Fee also will reimburse the Servicer for certain taxes, accounting fees, outside
auditor fees, data processing costs, and other costs incurred in connection with
administering the applicable Receivables Pool.
Distributions
With respect to each Series of Certificates, beginning on the
Distribution Date specified in the related Prospectus Supplement, distributions
of principal and interest (or, where applicable, of interest only or principal
only) on each class of Certificates entitled thereto will be made by the related
Trustee to the related Certificateholders. The timing, calculation, allocation,
order, source and priorities of, and requirements for, all distributions to the
holders of each class of Certificates will be set forth in the related
Prospectus Supplement.
With respect to each Trust, collections on or with respect to the
related Receivables will be deposited into the related Certificate Account for
distribution to the related Certificateholders on each Distribution Date to the
extent and in the priority provided in the related Prospectus Supplement. Credit
enhancement, such as a Cash Collateral Account or yield supplement account or
other arrangement, may be available to cover shortfalls in the amount available
for distribution on such date to the extent specified in the related Prospectus
Supplement. As more fully described in the related Prospectus Supplement, and
unless otherwise specified therein, distributions in respect of principal of a
class of Certificates of a Series will be subordinate to distributions in
respect of interest on such class, and distributions in respect of one or more
classes of Certificates of a Series may be subordinate to payments in respect of
other classes of Certificates. Distributions of principal on the Certificates of
a Series may be based on the amount of principal collected or due, or the amount
of realized losses incurred, in a Collection Period.
Credit and Cash Flow Enhancement
The amounts and types of any credit and cash flow enhancement
arrangements and the provider thereof, if applicable, with respect to each class
of Certificates of a Series will be set forth in the related Prospectus
Supplement. To the extent provided in the related Prospectus Supplement, credit
or cash flow enhancement may be in the form of subordination of one or more
classes of Certificates, Cash Collateral Accounts, Spread Accounts, reserve
accounts, yield supplement accounts, letters of credit, surety bonds, insurance
policies, over-collateralization, credit or liquidity facilities, guaranteed
investment contracts, swaps or other interest rate and/or prepayment rate
protection agreements, repurchase obligations, other agreements with respect to
third-party payments or other support, cash deposits, or such other arrangements
as may be described in the related Prospectus Supplement, or any combination of
the foregoing. If specified in the applicable Prospectus Supplement, credit or
cash flow enhancement for a class of Certificates may cover one or more other
classes of Certificates of the same Series, and credit enhancement for a Series
of Certificates may cover one or more other Series of Certificates.
The existence of a Cash Collateral Account or other form of credit
enhancement for the benefit of any class or Series of Certificates is intended
to enhance the likelihood of receipt by the Certificateholders of such class or
Series of the full amount of principal and interest due thereon and to decrease
the likelihood that such Certificateholders will experience losses. Unless
otherwise specified in the related Prospectus Supplement, the credit enhancement
for a class or Series of Certificates will not provide protection against all
risks of loss and will not guarantee repayment of all principal and interest
thereon. If losses occur which exceed the amount covered by such credit
enhancement or which are not covered by such credit enhancement,
Certificateholders will bear their allocable share of such losses, as described
in the related Prospectus Supplement. In addition, if a form of credit
enhancement covers more than one Series of Certificates, Certificateholders of
any such Series will be subject to the risk that such credit enhancement may be
exhausted by the claims of Certificateholders of other Series.
Cash Collateral Account. If so provided in the related Prospectus
Supplement, pursuant to the related Pooling and Servicing Agreement the
Depositor will establish an account (a "Cash Collateral Account" or "Spread
Account") for a Series or class or classes of Certificates, which will be
maintained with the related Trustee. Unless otherwise provided in the related
Prospectus Supplement, a Cash Collateral Account will be funded by an initial
deposit by the Depositor on the Closing Date in the amount set forth in the
related Prospectus Supplement and, if the related Series has a Funding Period,
may also be funded on each Subsequent Transfer Date to the extent described in
the related Prospectus Supplement. As further described in the related
Prospectus Supplement, the amount on deposit in the Cash Collateral Account may
be increased or reinstated on each Distribution Date, to the extent described in
the related Prospectus Supplement, by the deposit thereto of the amount of
collections on the related Receivables remaining on such Distribution Date after
the payment of all other required payments and distributions on such date. The
related Prospectus Supplement will describe the circumstances under which and
the manner in which distributions may be made out of any such Cash Collateral
Account, either to holders of the Certificates covered thereby or to the
Depositor or to any other entity.
Evidence as to Compliance
Each Pooling and Servicing Agreement will provide that a firm of
independent public accountants will furnish annually to the related Trustee a
statement as to compliance by the Servicer during the preceding twelve months
with certain standards relating to the servicing of the Receivables.
Each Pooling and Servicing Agreement will also provide for delivery to
the related Trustee each year of a certificate signed by an officer of the
Servicer stating that the Servicer has fulfilled its obligations under the
related Pooling and Servicing Agreement throughout the preceding twelve months
or, if there has been a default in the fulfillment of any such obligation,
describing each such default. The Servicer has agreed or will agree to give each
Trustee notice of the occurrence of certain Events of Defaults under the related
Pooling and Servicing Agreement.
Copies of the foregoing statements and certificates may be obtained by
Certificateholders by a request in writing addressed to the related Trustee at
the Corporate Trust Office for such Trustee specified in the related Prospectus
Supplement.
Certain Matters Regarding the Servicer
Each Pooling and Servicing Agreement will provide that UAC may not
resign from its obligations and duties as Servicer thereunder, except upon
determination that UAC's performance of such duties is no longer permissible
under applicable law. No such resignation will become effective until the
related Trustee or a successor servicer has assumed UAC's servicing obligations
and duties under the related Pooling and Servicing Agreement.
Each Pooling and Servicing Agreement will further provide that neither
the Servicer nor any of its directors, officers, employees and agents will be
under any liability to the related Trust or Certificateholders for taking any
action or for refraining from taking any action pursuant to the related Pooling
and Servicing Agreement or for errors in judgment; provided, however, that
neither the Servicer nor any such person will be protected against any liability
that would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of the Servicer's duties or by reason of reckless
disregard of its obligations and duties thereunder. In addition, each Pooling
and Servicing Agreement will provide that the Servicer is under no obligation to
appear in, prosecute or defend any legal action that is not incidental to its
servicing responsibilities under such Pooling and Servicing Agreement and that,
in its opinion, may cause it to incur any expense or liability.
Under the circumstances specified in each Pooling and Servicing
Agreement, any entity into which UAC may be merged or consolidated, or any
entity resulting from any merger or consolidation to which UAC is a party, or
any entity succeeding to the indirect automobile financing and receivable
servicing business of UAC, which corporation or other entity assumes the
obligations of the Servicer, will be the successor to the Servicer under the
related Pooling and Servicing Agreement.
Events of Default
Unless otherwise provided in the related Prospectus Supplement, "Events
of Default" under each Pooling and Servicing Agreement will consist of: (i) any
failure by the Servicer or UAC to deliver to the related Trustee for
distribution to the related Certificateholders any required payment, which
failure continues unremedied for five business days after written notice to the
Servicer of such failure from the Trustee or holders of the related Certificates
evidencing not less than 25% of the aggregate Certificate Balance (or notional
principal amount, if applicable); (ii) any failure by the Servicer, UAC or the
Depositor duly to observe or perform in any material respect any covenant or
agreement in the related Pooling and Servicing Agreement, which failure
materially and adversely affects the rights of the related Certificateholders
and which continues unremedied for 60 days after written notice of such failure
is given (1) to the Servicer, UAC or the Depositor, as the case may be, by the
related Trustee or (2) to the Servicer, UAC or the Depositor, as the case may
be, and to the related Trustee by holders of the related Certificates evidencing
not less than 25% of the related Certificate Balance (or notional principal
amount, if applicable); and (iii) certain events of insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings with respect
to the Servicer and certain actions by the Servicer indicating its insolvency,
reorganization pursuant to bankruptcy proceedings or inability to pay its
obligations.
Rights Upon Event of Default
Unless otherwise provided in the related Prospectus Supplement, as long
as an Event of Default under the related Pooling and Servicing Agreement remains
unremedied, the related Trustee, upon direction to do so by holders of
Certificates of the related Series evidencing not less than 25% of the
Certificate Balance (or notional principal amount, if applicable), may terminate
all the rights and obligations of the Servicer under such Pooling and Servicing
Agreement, whereupon a successor Servicer appointed by the related Trustee or
such Trustee will succeed to all the responsibilities, duties and liabilities of
the Servicer under such Pooling and Servicing Agreement and will be entitled to
similar compensation arrangements. If, however, a bankruptcy trustee or similar
official has been appointed for the Servicer, and no Event of Default other than
such appointment has occurred, such trustee or official may have the power to
prevent the related Trustee or the related Certificateholders from effecting a
transfer of servicing. In the event that the related Trustee is unwilling or
unable to act as successor to the Servicer, such Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a successor with assets
of at least $50,000,000 and whose regular business includes the servicing of
automotive receivables. The related Trustee may arrange for compensation to be
paid to such successor Servicer, which in no event may be greater than the
servicing compensation paid to the Servicer under the related Pooling and
Servicing Agreement.
Waiver of Past Defaults
Unless otherwise provided in the related Prospectus Supplement, holders
of Certificates evidencing not less than a majority of the related aggregate
Certificate Balance (or notional principal amount, if applicable) may, on behalf
of all such Certificateholders, waive any default by the Servicer in the
performance of its obligations under the related Pooling and Servicing Agreement
and its consequences, except a default in making any required deposits to or
payments from any Account in accordance with the Pooling and Servicing
Agreement. No such waiver will impair the Certificateholders' rights with
respect to subsequent Events of Default.
Amendment
Unless otherwise specified in the related Prospectus Supplement, each
Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer and the related Trustee, without the consent of the
related Certificateholders, to cure any ambiguity, correct or supplement any
provision therein that may be inconsistent with other provisions therein, or to
make any other provisions with respect to matters or questions arising under
such Pooling and Servicing Agreement that are not inconsistent with the
provisions of the Pooling and Servicing Agreement; provided that such action
shall not, in the opinion of counsel satisfactory to the related Trustee,
materially and adversely affect the interests of any related Certificateholder.
Each Pooling and Servicing Agreement may also be amended by the Depositor, the
Servicer and the related Trustee with the consent of the holders of the related
Certificates evidencing not less than 51% of the related aggregate Certificate
Balance (and notional principal amount, if applicable) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of such Pooling and Servicing Agreement or of modifying in any manner the rights
of such Certificateholders; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on or in respect of the related Receivables
or distributions that are required to be made for the benefit of such
Certificateholders or (ii) reduce the aforesaid percentage of the Certificate
Balance of such Series that is required to consent to any such amendment,
without the consent of the holders of all of the outstanding Certificates of
such Series. No amendment of a Pooling and Servicing Agreement shall be
permitted unless an opinion of counsel is delivered to the Trustee to the effect
that such amendment will not adversely affect the tax status of the Trust.
Termination
Unless otherwise specified in the related Prospectus Supplement, the
obligations of the Servicer, the Depositor and the related Trustee pursuant to
the related Pooling and Servicing Agreement will terminate upon the earliest to
occur of (i) the maturity or other liquidation of the last Receivable in the
related Receivables Pool and the disposition of any amounts received upon
liquidation of any such remaining Receivables and (ii) the payment to the
related Certificateholders of all amounts required to be paid to them pursuant
to the Pooling and Servicing Agreement.
Unless otherwise specified in the related Prospectus Supplement, in order
to avoid excessive administrative expenses, the Servicer or one or more other
entities identified in the related Prospectus Supplement, will be permitted, at
its option, to purchase from each Trust or to cause such Trust to sell all
remaining Receivables in the related Receivables Pool as of the end of any
Collection Period, if the Certificate Balance as of the Distribution Date
following such Collection Period would be less than or equal to 10% of the
initial Pool Balance, at a purchase price equal to the fair market value of such
Receivables, but not less than the sum of (x) the outstanding Pool Balance and
(y) accrued and unpaid interest on such amount computed at a rate equal to the
weighted average Contract Rate, minus any amount representing payments received
on the Receivables and not yet applied to reduce the principal balance thereof
or interest related thereto.
If and to the extent provided in the related Prospectus Supplement, the
related Trustee will, within ten days following a Distribution Date as of which
the Pool Balance is equal to or less than 10% of the original Pool Balance,
solicit bids for the purchase of the Receivables remaining in such Trust, in the
manner and subject to the terms and conditions set forth in such Prospectus
Supplement. If such Trustee receives satisfactory bids as described in such
Prospectus Supplement, then the Receivables remaining in such Trust will be sold
to the highest bidder.
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
Security Interest in Vehicles
Installment sale contracts such as those included in the Receivables
evidence the credit sale of automobiles, light trucks and vans by dealers to
obligors; the contracts and the installment loan and security agreements also
constitute personal property security agreements and include grants of security
interests in the vehicles under the UCC. Perfection of security interests in the
vehicles is generally governed by the motor vehicle registration laws of the
state in which the vehicle is located. In all of the States where UAC currently
acquires or originates Receivables, a security interest in a vehicle is
perfected by notation of the secured party's lien on the vehicle's certificate
of title. With respect to the Receivables, the lien is or will be perfected in
the name of one of the Named Lienholders. Each Receivable prohibits the sale or
transfer of the Financed Vehicle without the lienholder's consent.
Pursuant to each Purchase Agreement, UAFC will assign its security
interests in the Financed Vehicles to the Depositor along with the Receivables.
Pursuant to each Pooling and Servicing Agreement, the Depositor will assign its
security interests in the Financed Vehicles to the related Trustee along with
the Receivables. Because of the administrative burden and expense, neither the
Depositor nor the related Trustee will amend any certificate of title to
identify itself as the secured party.
In most states, an assignment such as that under a Pooling and
Servicing Agreement is an effective conveyance of a security interest without
amendment of any lien noted on a vehicle's certificate of title, and the
assignee succeeds thereby to the assignor's rights as secured party. In many
states in which the Receivables were originated, the laws governing certificates
of title are silent on the question of the effect of an assignment on the
continued validity and perfection of a security interest in vehicles. However,
with respect to security interests perfected by a central filing, the UCC in
these states provides that a security interest continues to be valid and
perfected even though the security interest has been assigned to a third party
and no amendments or other filings are made to reflect the assignment. An
official comment to the UCC states that this rule should control a security
interest in a vehicle which is perfected by the notation of the lien on the
certificate of title. Although the comment does not have the force of law,
official comments are typically given substantial weight by the courts.
The other states in which the Receivables were originated have
statutory provisions that address or could be interpreted as addressing
assignments. However, nearly all of these statutory provisions either do not
require compliance with the procedure outlined to insure the continued validity
and perfection of the lien or are ambiguous on the issue of whether the
procedure must be followed. Under the official comment noted above, if these
procedures for noting an assignee's name on a certificate of title are
determined to be merely permissive in nature, the procedures would not have to
be followed as a condition to the continued validity and perfection of the
security interest.
By not identifying the Trust as the secured party on the certificate of
title, the security interest of the Trust in the vehicle could be defeated
through fraud or negligence. In the absence of fraud or forgery by the vehicle
owner, one of the Named Lienholders or administrative error by state or local
agencies, the notation of the UAFC's or the Predecessor's lien on the
certificates should be sufficient to protect the Trust against the right of
subsequent purchasers of a vehicle or subsequent lenders who take a security
interest in a vehicle securing a Receivable. If there are any vehicles as to
which one of the Named Lienholders failed to obtain a perfected security
interest, its security interest would be subordinate to, among others,
subsequent purchasers of the vehicles and holders of perfected security
interests. Such a failure, however, would constitute a breach of warranties
under the related Pooling and Servicing Agreement and Purchase Agreement and
would create an obligation of UAC to repurchase the related Receivable, unless
such breach were cured in a timely manner. See "Description of the Transfer and
Servicing Agreements -- Sale and Assignment of Receivables."
Under the laws of most states, including most of the states in which
the Receivables have been or will be originated, the perfected security interest
in a vehicle continues for four months after a vehicle is moved to a state other
than the state which issued the certificate of title and thereafter until the
vehicle owner re-registers the vehicle in the new state. A majority of states
require surrender of a certificate of title to re-register a vehicle. Since UAFC
(or one of the other Named Lienholders) will have its lien noted on the
certificates of title and the Servicer will retain possession of the
certificates issued by most states in which Receivables were or will be
originated, the Servicer would ordinarily learn of an attempt at re-registration
through the request from the obligor to surrender possession of the certificate
of title or would receive notice of surrender from the state of re-registration
since the security interest would be noted on the certificate of title. Thus,
the secured party would have the opportunity to re-perfect its security interest
in the vehicle in the state of relocation. In states that do not require a
certificate of title for registration of a motor vehicle, re-registration could
defeat perfection.
In the ordinary course of servicing receivables, the Servicer takes
steps to effect re-perfection upon receipt of notice of re-registration or
information from the obligor as to relocation. Similarly, when an obligor sells
a vehicle, the Servicer must surrender possession of the certificate of title or
will receive notice as a result of the lien of UAFC (or one of the other Named
Lienholders) noted thereon and accordingly will have an opportunity to require
satisfaction of the related Receivable before release of the lien. Under each
Pooling and Servicing Agreement, the Servicer is obligated to take appropriate
steps, at its own expense, to maintain perfection of security interests in the
Financed Vehicles.
Under the laws of most states, liens for repairs performed on a motor
vehicle and liens for unpaid taxes would take priority over even a perfected
security interest in a Financed Vehicle. In some states, a perfected security
interest in a Financed Vehicle may take priority over liens for repairs.
UAC and UAFC will represent and warrant in each Purchase Agreement and
Pooling and Servicing Agreement that, as of the date of issuance of the
Certificates, each security interest in a Financed Vehicle is or will be prior
to all other present liens (other than tax liens and liens that arise by
operation of law) upon and security interests in such Financed Vehicle. However,
liens for repairs or taxes could arise at any time during the term of a
Receivable. No notice will be given to the Trustee or Certificateholders in the
event such a lien arises.
Repossession
In the event of a default by vehicle purchasers, the holder of a retail
installment sale contract or an installment loan and security agreement has all
of the remedies of a secured party under the UCC, except where specifically
limited by other state laws. The remedy employed by the Servicer in most cases
of default is self-help repossession and is accomplished simply by taking
possession of the Financed Vehicle. The self-help repossession remedy is
available under the UCC in most of the states in which Receivables have been or
will be originated as long as the repossession can be accomplished without a
breach of the peace.
In cases where the obligor objects or raises a defense to repossession,
or if otherwise required by applicable state law, a court order must be obtained
from the appropriate state court. The vehicle must then be repossessed in
accordance with that order.
Notice of Sale; Redemption Rights
In the event of default by an obligor, some jurisdictions require that
the obligor be notified of the default and be given a time period within which
the obligor may cure the default prior to repossession. Generally, this right of
reinstatement may be exercised on a limited number of occasions in any one-year
period.
The UCC and other state laws require the secured party to provide an
obligor with reasonable notice of the date, time and place of any public sale
and/or the date after which any private sale of the collateral may be held. The
obligor generally has the right to redeem the collateral prior to actual sale by
paying the secured party the unpaid principal balance of the obligation plus
reasonable expenses for repossessing, holding, and preparing the collateral for
disposition and arranging for its sale, and, to the extent provided in the
related retail installment sale contract, and, as permitted by law, reasonable
attorneys' fees.
Deficiency Judgments and Excess Proceeds
The proceeds of resale of the vehicles generally will be applied first
to the expenses of resale and repossession and then to the satisfaction of the
indebtedness. If the net proceeds from resale do not cover the full amount of
the indebtedness, a deficiency judgment may be sought. However, the deficiency
judgment would be a personal judgment against the obligor for the shortfall, and
a defaulting obligor can be expected to have very little capital or sources of
income available following repossession. Therefore, in many cases, it may not be
useful to seek a deficiency judgment or, if one is obtained, it may be settled
at a significant discount.
Occasionally, after resale of a vehicle and payment of all expenses and
all indebtedness, there is a surplus of funds. In that case, the UCC requires
the lender to remit the surplus to any holder of a lien with respect to the
vehicle or if no such lienholder exists, the UCC requires the lender to remit
the surplus to the former owner of the vehicle.
Consumer Protection Laws
Numerous federal and state consumer protection laws and related
regulations impose substantial requirements upon lenders and servicers involved
in consumer finance. These laws include the Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit
Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B
and Z, state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and state motor vehicle retail installment sales acts, and
other similar laws. Also, state laws impose finance charge ceilings and other
restrictions on consumer transactions and require contract disclosures in
addition to those required under federal law. Those requirements impose specific
statutory liabilities upon creditors who fail to comply with their provisions.
In some cases, this liability could affect an assignee's ability to enforce
consumer finance contracts such as the Receivables.
The so-called "Holder-in-Due-Course" Rule of the Federal Trade
Commission (the "FTC Rule"), the provisions of which are generally duplicated by
the Uniform Consumer Credit Code, other state statutes, or the common laws in
certain states, has the effect of subjecting a seller (and certain related
lenders and their assignees) in a consumer credit transaction and any assignee
of the seller to all claims and defenses that the obligor in the transaction
could assert against the seller of the goods. Liability under the FTC Rule is
limited to the amounts paid by the obligor under the contract, and the holder of
the contract may also be unable to collect any balance remaining due thereunder
from the obligor. Most of the Receivables will be subject to the requirements of
the FTC Rule. Accordingly, the Trustee, as holder of the Receivables, will be
subject to any claims or defenses that the purchaser of the related financed
vehicle may assert against the seller of the vehicle. Such claims are limited to
a maximum liability equal to the amounts paid by the Obligor on the Receivable.
Under most state motor vehicle dealer licensing laws, dealers of motor
vehicles are required to be licensed to sell motor vehicles at retail sale. In
addition, with respect to used vehicles, the Federal Trade Commission's Rule on
Sale of Used Vehicles requires that all sellers of used vehicles prepare,
complete and display a "Buyer's Guide" which explains the warranty coverage for
such vehicles. Furthermore, Federal Odometer Regulations promulgated under the
Motor Vehicle Information and Cost Savings Act requires that all sellers of used
vehicles furnish a written statement signed by the seller certifying the
accuracy of the odometer reading. If a seller is not properly licensed or if
either a Buyer's Guide or Odometer Disclosure Statement was not provided to the
purchaser of the related financed vehicle, the obligor may be able to assert a
defense against the seller of the vehicle. If an Obligor were successful in
asserting any such claim or defense, such claim or defense would constitute a
breach of UAC's representations and warranties under each Purchase Agreement and
Pooling and Servicing Agreement and would create an obligation of UAC to
repurchase the Receivable unless such breach were cured in a timely manner. See
"Description of the Transfer and Servicing Agreements -- Sale and Assignment of
Receivables."
Courts have applied general equitable principles to secured parties
pursuing repossession or litigation involving deficiency balances. These
equitable principles may have the effect of relieving an obligor from some or
all of the legal consequences of a default.
In several cases, consumers have asserted that the self-help remedies
of secured parties under the UCC and related laws violate the due process
protections provided under the 14th Amendment to the Constitution of the United
States. Courts have generally upheld the notice provisions of the UCC and
related laws as reasonable or have found that the repossession and resale by the
creditor do not involve sufficient state action to afford constitutional
protection to consumers.
UAC will represent and warrant in each Purchase Agreement that each
Receivable complies with all requirements of law in all material respects.
Accordingly, if an Obligor has a claim against a Trust for violation of any law
and such claim materially and adversely affects the Trust's interest in a
Receivable, such violation would constitute a breach of UAC's representations
and warranties under the Purchase Agreement and would create an obligation of
UAC to repurchase such Receivable unless the breach were cured. See "Description
of the Transfer and Servicing Agreements -- Sale and Assignment of Receivables."
Other Limitations
In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including federal bankruptcy laws and
related state laws, may interfere with or affect the ability of a lender to
realize upon collateral or enforce a deficiency judgment. For example, in a
Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a
lender from repossessing an automobile, and, as part of the rehabilitation plan,
reduce the amount of the secured indebtedness to the market value of the
automobile at the time of bankruptcy (as determined by the court), leaving the
party providing financing as a general unsecured creditor for the remainder of
the indebtedness. A bankruptcy court may also reduce the monthly payments due
under a contract or change the rate of interest and time of repayment of the
indebtedness.
Bankruptcy Matters
UAC and UAFC will represent and warrant to the Depositor in each
Purchase Agreement, and the Depositor will warrant to the related Trust in each
Pooling and Servicing Agreement, that the sales of the Receivables by UAC to
UAFC, by UAFC to the Depositor and by the Depositor to the Trust are valid sales
of the Receivables to UAFC, the Depositor and such Trust, respectively.
Notwithstanding the foregoing, if UAC, UAFC, UACFC or the Depositor were to
become a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of
such debtor or such debtor itself were to take the position that the sale of
Receivables to UAFC, the Depositor or the Trust should instead be treated as a
pledge of such Receivables to secure a borrowing of such debtor, delays in
payments of collections of Receivables to Certificateholders could occur or
(should the court rule in favor of any such trustee, debtor or creditor)
reductions in the amounts of such payments could result. If the transfer of
Receivables to the Trust is treated as a pledge instead of a sale, a tax or
government lien on the property of UAC, UAFC or the Depositor arising before the
transfer of the related Receivables to such Trust may have priority over such
Trust's interest in such Receivables. If the transactions contemplated herein
are treated as a sale, the Receivables would not be part of the UAC's, UAFC's,
UACFC's or the Depositor's bankruptcy estate and would not be available to the
bankrupt entity's creditors.
The decision of the U.S. Court of Appeals for the Tenth Circuit,
Octagon Gas System, Inc. v. Rimmer (In re Meridian Reserve, Inc.) (decided May
27, 1993), contains language to the effect that under the UCC accounts sold by a
debtor would remain property of the debtor's bankruptcy estate, whether or not
the sale of the accounts was perfected. Although the Receivables constitute
chattel paper under the UCC, rather than accounts, Article 9 of the UCC applies
to the sale of chattel paper as well as the sale of accounts, and perfection of
a security interest in both chattel paper and accounts may be accomplished by
the filing of a UCC-1 financing statement. If, following a bankruptcy of UAC,
UAFC or the Depositor, a court were to follow the reasoning of the Tenth Circuit
reflected in the above case, then the Receivables could be included in the
bankruptcy estate of UAC, UAFC, UACFC or the Depositor, as applicable, and
delays in payments of collections on or in respect of the Receivables could
occur. UAC and UAFC will warrant to the Depositor in each Purchase Agreement,
and the Depositor will warrant to the Trust in each Pooling and Servicing
Agreement, that the sale of the related Receivables to the Depositor or the
related Trust is a sale of such Receivables to the Depositor and to the Trust,
respectively.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of certain federal income tax
consequences of the purchase, ownership and disposition of Certificates. The
summary does not purport to deal with federal income tax consequences applicable
to all categories of holders, some of which may be subject to special rules. For
example, its does not discuss the tax treatment of Certificateholders that are
insurance companies, regulated investment companies or dealers in securities.
Prospective investors are urged to consult their own tax advisors in determining
the federal, state, local, foreign and any other tax consequences to them of the
purchase, ownership and disposition of the Certificates.
The following summary is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder and judicial or ruling authority, all of which are
subject to change, which change may be retroactive. Each Trust will be provided
with an opinion of federal tax counsel regarding certain federal income tax
matters discussed below. Such opinions, however, are not binding on the IRS or
the courts. No ruling on any of the issues discussed below will be sought from
the IRS. For purposes of the following summary, references to the Trust, the
Certificates and related terms, parties and documents shall be deemed to refer,
unless otherwise specified herein, to each Trust and the Certificates and the
related terms, parties and documents applicable to such Trust.
The federal income tax consequences to Certificateholders will vary
depending on whether the Trust is treated as a partnership under the Code and
applicable Treasury regulations or whether the Trust will be treated as a
grantor trust. The Prospectus Supplement for each Series of Certificates will
specify whether the Trust will be treated as a partnership or as a grantor
trust.
FASITs
Sections 860H through 860L of the Code provide for the creation of an
entity for federal income tax purposes, referred to as a "financial asset
securitization investment trust" ("FASIT"). These provisions were effective as
of September 1, 1997, but many technical issues concerning FASITs must be
addressed by Treasury regulations. To qualify as a FASIT, an entity must meet
certain requirements under Section 860L of the Code and must elect such
treatment. The applicable Pooling and Servicing Agreement may be amended in
accordance with the provisions thereof to provide that the Depositor and trustee
will cause a FASIT election to be made for the Trust if the Depositor delivers
to the trustee and the Certificate Insurer an opinion of counsel to the effect
that, for federal income tax purposes, (i) the deemed issuance of FASIT regular
interests (occuring in connection with such election) will not adversely affect
the federal income tax treatment of Certificates, (ii) following such election
such Trust will not be deemed to be an association (or publicly traded
partnership) taxable as a corporation and (iii) such election will not cause or
constitute an event in which gain or loss would be recognized by any
Certificateholder or the Trust.
TRUSTS TREATED AS PARTNERSHIPS
Tax Characterization of the Trust as a Partnership
A Trust which does not affirmatively elect to be treated as a
corporation will be treated as a partnership under applicable Treasury
regulations as long as there are two or more beneficial owners and will be
ignored as a separate entity where there is a single beneficial owner of all
classes of the related series. Federal Tax Counsel will deliver its opinion that
a Trust will not be an association (or publicly traded partnership) taxable as a
corporation for federal income tax purposes. This opinion will be based on the
assumption that the terms of the Pooling and Servicing Agreement and related
documents will be complied with, including the making of no affirmative election
to be treated as a corporation. Such counsel's opinion will also conclude that
the nature of the income of the Trust will exempt it from the rule that certain
publicly traded partnerships are taxable as corporations.
If a Trust were taxable as a corporation for federal income tax
purposes, it would be subject to corporate income tax on its taxable income. The
Trust's taxable income would include all of its income on the related
Receivables, less servicing fees and other deductible expenses. Any such
corporate income tax could materially reduce cash available to make
distributions on the Certificates, and beneficial owners of Certificates (the
"Certificate Owners") could be liable for any such tax that is unpaid by the
Trust.
Tax Consequences to Holders of the Certificates
Treatment of the Trust as a Partnership. The Depositor and the Servicer
will agree, and the related Certificate Owners will agree by their purchase of
Certificates, to treat the Trust as a partnership for purposes of federal and
state income tax, franchise tax and any other tax measured in whole or in part
by income, with the assets of the partnership being the assets held by the
Trust, the partners of the partnership being the Certificate Owners (including
the holder of the Class IC Certificate).
Partnership Taxation. As a partnership, the Trust will not be subject
to federal income tax. Rather, each Certificate Owner will be required to
separately take into account such holder's allocated share of income, gains,
losses, deductions and credits of the Trust. The Trust's income will consist
primarily of interest and finance charges earned on the related Receivables
(including appropriate adjustments for market discount, original issue discount
("OID") and bond premium) and any gain upon collection or disposition of such
Receivables. The Trust's deductions will consist primarily of servicing and
other fees, and losses or deductions upon collection or disposition of
Receivables.
The tax items of a partnership are allocable to the partners in
accordance with the Code, Treasury regulations and the partnership agreement
(i.e., the Pooling and Servicing Agreement and related documents). The Pooling
and Servicing Agreement will provide, in general, that the Certificate Owners
will be allocated taxable income of the Trust for each month equal to the sum
of: (i) the interest that accrues on the Certificates in accordance with their
terms for such month, including interest accruing at the related Pass-Through
Rate for such month and interest, if any, on amounts previously due on the
Certificates but not yet distributed; (ii) any Trust income attributable to
discount on the related Receivables that corresponds to any excess of the
principal amount of the Certificates over their initial issue price; (iii) any
other amounts of income payable to the Certificate Owners for such month; and
(iv) in the case of an individual, estate or trust, such Certificate Owner's
share of income corresponding to the miscellaneous itemized deductions described
in the next paragraph. Such allocation will be reduced by any amortization by
the Trust of premium on Receivables that corresponds to any excess of the issue
price of Certificates over their principal amount. Unless otherwise provided in
the related Prospectus Supplement, all remaining taxable income of the Trust
will be allocated to the Class IC Certificateholder. In the event the Trust
issues interest-only Class I Certificates, the amount allocated to such
Certificate Owners will equal the excess of (i) the Class I Pass-Through Rate
times the Notional Principal Amount for such month over (ii) the portion of the
amount distributed with respect to the Class I Certificates for such month that
would constitute a return of basis if the Class I Certificates constituted an
instrument described in Section 860G(a)(1)(B)(ii) of the Code, applying the
principles of Section 1272(a)(6) of the Code and employing the constant yield
method of accrual (utilizing the appropriate prepayment assumption); provided,
that no negative accruals shall be permitted, and, provided further, that other
deductions derived by the Trust equal to the aggregate remaining capital account
balances of the Class I Certificate Owners will be allocated to the Class I
Certificates in proportion to the respective capital account balances
immediately before the final redemption.
The portion of expenses of the Trust (including fees to the Servicer,
but not interest expense) allocated to taxpayers that are individuals, estates
or trusts would be miscellaneous itemized deductions to such taxpayers. Such
deductions might be disallowed to such taxpayers in whole or in part and might
result in such taxpayers being taxed on an amount of income that exceeds the
amount of cash actually distributed to such taxpayers over the life of the
Trust. Any net loss of the Trust will be allocated first to the Class IC
Certificateholder to the extent of its adjusted capital account then to the
other Certificate Owners in the priorities set forth in the Pooling and
Servicing Agreement to the extent of their respective adjusted capital accounts,
and thereafter to the Class IC Certificateholder.
The Trust intends to make all calculations relating to market discount
income and amortization of premium with respect to both Simple Interest
Receivables and Precomputed Receivables on an aggregate basis rather than a
Receivable-by-Receivable basis. If the IRS were to require that such
calculations be made separately for each Receivable, the Trust might be required
to incur additional expense, but it is believed that there would not be a
material adverse effect on Certificate Owners.
Discount and Premium. Except as otherwise provided in the related
Prospectus Supplement, it is believed that the Receivables were not issued with
OID, and, therefore, the Trust should not have OID income. However, the purchase
price paid by the Trust for the related Receivables may be greater or less than
the remaining principal balance of the Receivables at the time of purchase. If
so, the Receivables will have been acquired at a premium or discount, as the
case may be. (As indicated above, the Trust will make this calculation on an
aggregate basis, but might be required to recompute it on a
Receivable-by-Receivable basis.)
If the Trust acquires the related Receivables at a market discount or
premium, it will elect to include any such discount in income currently as it
accrues over the life of such Receivables or to offset any such premium against
interest income on such Receivables. As indicated above, a portion of such
market discount income or premium deduction may be allocated to Certificate
Owners.
Section 708 Termination. Under Section 708 of the Code, the Trust will
be deemed to terminate for federal income tax purposes if 50% or more of the
capital and profits interests in the Trust are sold or exchanged within a
12-month period. Under applicable Treasury regulations, such a 50% or greater
transfer would cause a deemed contribution of the assets of the Trust to a new
partnership in exchange for interests in the Trust. Such interests in a new
partnership would be deemed distributed to the partners of the Trust in
liquidation thereof, which would not constitute a sale or exchange. The Trust
will not comply with certain technical requirements that might apply when such a
constructive termination occurs. As a result, the Trust may be subject to
certain tax penalties and may incur additional expenses if it is required to
comply with those requirements. Furthermore, the Trust might not be able to
comply due to lack of data.
Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference
between the amount realized and the seller's tax basis in the Certificates sold.
With respect to noncorporate Certificate Owners, such capital gain or loss will
be short-term, mid-term, or long-term, depending on whether the Grantor Trust
Certificate has been held for 12 months or less, more than 12 months but not
more than 18 months, or more than 18 months, respectively. (Long-term capital
gain tax rates provide a further reduction as compared with mid-term rates;
short-term capital gains are taxed at ordinary income tax rates.) A Certificate
Owner's tax basis in a Certificate will generally equal the holder's cost
increased by the holder's share of Trust income (includible in income) and
decreased by any distributions received with respect to such Certificate. In
addition, both the tax basis in the Certificates and the amount realized on a
sale of a Certificate would include the holder's share of the liabilities of the
Trust. A holder acquiring Certificates at different prices may be required to
maintain a single aggregate adjusted tax basis in such Certificates and, upon
sale or other disposition of some of the Certificates, to allocate a portion of
such aggregate tax basis to the Certificates sold (rather than maintaining a
separate tax basis in each Certificate for purposes of computing gain or loss on
a sale of that Certificate).
Any gain on the sale of a Certificate attributable to the holder's
share of unrecognized accrued market discount on the related Receivables would
generally be treated as ordinary income to the holder and would give rise to
special tax reporting requirements. The Trust does not expect to have any other
assets that would give rise to such special reporting requirements. Thus, to
avoid those special reporting requirements, the Trust will elect to include
market discount in income as it accrues.
If a Certificate Owner is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the Certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the Certificates.
Allocations Between Transferors and Transferees. In general, the
Trust's taxable income and losses will be determined monthly and the tax items
for a particular calendar month will be apportioned among the Certificate Owners
in proportion to the principal amount of Certificates (or notional principal
amount, in the case of any interest only Certificates) owned by them as of the
close of the last day of such month. As a result, a holder purchasing
Certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.
The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of the Trust might be reallocated among the Certificate Owners. The Class IC
Certificateholder, acting as tax matters partner for the Trust, will be
authorized to revise the Trust's method of allocation between transferors and
transferees to conform to a method permitted by future regulations.
Section 754 Election. In the event that a Certificate Owner sells its
Certificates at a profit (loss), the purchasing Certificate Owner will have a
higher (lower) basis in the Certificates than the selling Certificate Owner had.
The tax basis of the Trust's assets will not be adjusted to reflect that higher
(or lower) basis unless the Trust were to file an election under Section 754 of
the Code. In order to avoid the administrative complexities that would be
involved in keeping accurate accounting records, as well as potentially onerous
information reporting requirements, the Trust will not make such election. As a
result, Certificate Owners might be allocated a greater or lesser amount of
Trust income than would be appropriate based on their own purchase price for
Certificates.
Administrative Matters. The Trustee is required to keep or have kept
complete and accurate books of the Trust. Such books will be maintained for
financial reporting and tax purposes on an accrual basis, and the fiscal year of
the Trust is expected to be the calendar year. The Trustee will file a
partnership information return (IRS Form 1065) with the IRS for each taxable
year of the Trust and will report each Certificate Owner's allocable share of
items of Trust income and expense to holders and the IRS on Schedule K-1. The
Trust will provide the Schedule K-l information to nominees that fail to provide
the Trust with the information statement described below and such nominees will
be required to forward such information to the beneficial owners of the
Certificates. Generally, holders must file tax returns that are consistent with
the information return filed by the Trust or be subject to penalties unless the
holder notifies the IRS of all such inconsistencies.
Under Section 6031 of the Code, any person that holds Certificates as a
nominee at any time during a calendar year is required to furnish the Trust with
a statement containing certain information on the nominee, the beneficial owners
and the Certificates so held. Such information includes (i) the name, address
and taxpayer identification number of the nominee and (ii) as to each beneficial
owner (a) the name, address and identification number of such person, (b)
whether such person is a United States person, a tax-exempt entity or a foreign
government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (c) certain information on
Certificates that were held, bought or sold on behalf of such person throughout
the year. In addition, brokers and financial institutions that hold Certificates
through a nominee are required to furnish directly to the Trust information as
to themselves and their ownership of Certificates. A clearing agency registered
under Section 17A of the Exchange Act is not required to furnish any such
information statement to the Trust. The information referred to above for any
calendar year must be furnished to the Trust on or before the following January
31. Nominees, brokers and financial institutions that fail to provide the Trust
with the information described above may be subject to penalties.
Unless otherwise specified in the related Prospectus Supplement, the
Class IC Certificateholder will be designated as the tax matters partner for
each Trust in the related Pooling and Servicing Agreement and, as such, will be
responsible for representing the Certificate Owners in any dispute with the IRS.
The Code provides for administrative examination of a partnership as if the
partnership were a separate and distinct taxpayer. Generally, the statute of
limitations for partnership items does not expire before three years after the
date on which the partnership information return is filed. Any adverse
determination following an audit of the return of the Trust by the appropriate
taxing authorities could result in an adjustment of the returns of the
Certificate Owners, and, under certain circumstances, a Certificate Owner may be
precluded from separately litigating a proposed adjustment to the items of the
Trust. An adjustment could also result in an audit of a Certificate Owner's
returns and adjustments of items not related to the income and losses of the
Trust.
Tax Consequences to Foreign Certificate Owners. Pursuant to a recent
change in the safe harbor provisions of Section 864(b)(2)(A) of the Code
(applicable to tax years beginning after December 31, 1997), foreign Certificate
Owners will not be considered to be engaged in a trade or business in the United
States for purposes of federal withholding taxes with respect to non-U.S.
persons solely as a result of owning or trading Certificates. As a result, the
Trust is not obligated to withhold on the portion of its taxable income that is
allocable to foreign Certificate Owners at regular graduated rates (35% for
foreign holders that are taxable as corporations and 39.6% for all other foreign
holders), unless such foreign Certificate Owners hold Certificates in connection
with the conduct of a U.S. trade or business.
Interest allocable to a foreign Certificate Owner that does not hold
Certificates in connection with the conduct of a U. S. trade or business will
not qualify for the exemption for portfolio interest under Section 871(h) of the
Code, because underlying receivables owned by the Trust are not in "registered
form" as that term is defined in applicable Treasury regulations. As a result,
foreign holders of Certificates will be subject to United States withholding tax
on interest or OID attributable to the underlying Receivables (whether or not
such amount is distributed) at a rate of 30 percent, unless reduced or
eliminated pursuant to an applicable treaty. Potential investors who are not
United States persons should consult their own tax advisors regarding the
specific tax consequences of owning a Certificate.
Backup Withholding. Distributions made on the Certificates and proceeds
from the sale of the Certificates will be subject to a "backup" withholding tax
of 31% if, in general, the Certificate Owner fails to comply with certain
identification procedures, unless the holder is an exempt recipient under
applicable provisions of the Code.
TRUSTS TREATED AS GRANTOR TRUSTS
Tax Characterization of Grantor Trusts
If specified in the related Prospectus Supplement, Federal Tax Counsel
will deliver its opinion that the Trust will not be classified as an association
taxable as a corporation and that such Trust will be classified as a grantor
trust under subpart E, Part I of subchapter J of the Code. In this case,
beneficial owners of Certificates (referred to herein as "Grantor Trust
Certificateholders") will be treated for federal income tax purposes as owners
of a portion of the Trust's assets as described below. The Certificates issued
by a Trust that is treated as a grantor trust are referred to herein as "Grantor
Trust Certificates".
Characterization. Each Grantor Trust Certificateholder will be treated
as the owner of a pro rata undivided interest in the interest and principal
portions of the Trust represented by the Grantor Trust Certificates and will be
considered the equitable owner of a pro rata undivided interest in each of the
Receivables in the Trust or, to the extent specified in the applicable
Prospectus Supplement, in one or more specified pools of Receivables within the
Trust. Any amounts received by a Grantor Trust Certificateholder in lieu of
amounts due with respect to any Receivable because of a default or delinquency
in payment will be treated for federal income tax purposes as having the same
character as the payments they replace.
Each Grantor Trust Certificateholder will be required to report on its
federal income tax return in accordance with such Grantor Trust
Certificateholder's method of accounting its pro rata share of the entire income
from the Receivables (or a specific pool thereof) in the Trust represented by
Grantor Trust Certificates, including interest, OID, if any, prepayment fees,
assumption fees, any gain recognized upon an assumption and late payment charges
received by the Servicer. Under Code Sections 162 or 212, each Grantor Trust
Certificateholder will be entitled to deduct its pro rata share of servicing
fees, prepayment fees, assumption fees and late payment charges retained by the
Servicer, provided that such amounts are reasonable compensation for services
rendered to the Trust. Grantor Trust Certificateholders that are individuals,
estates or trusts will be entitled to deduct their share of expenses only to the
extent such expenses plus all other Section 212 expenses exceed two percent of
their respective adjusted gross incomes. A Grantor Trust Certificateholder using
the cash method of accounting must take into account its pro rata share of
income and deductions as and when collected by or paid to the Servicer. A
Grantor Trust Certificateholder using an accrual method of accounting must take
into account its pro rata share of income and deductions as they become due or
are paid to the Servicer, whichever is earlier. If the servicing fees paid to
the Servicer are deemed to exceed reasonable servicing compensation, the amount
of such excess could be considered as an ownership interest retained by the
Servicer (or any person to whom the Servicer assigned for value all or a portion
of the servicing fees) in a portion of the interest payments on the Receivables.
The Receivables would then be subject to the "coupon stripping" rules of the
Code discussed below.
Stripped Bonds and Stripped Coupons
Although the tax treatment of stripped bonds is not entirely clear,
based on recent guidance by the IRS, it appears that each purchaser of a Grantor
Trust Certificate will be treated as the purchaser of a stripped bond which
generally should be treated as a single debt instrument issued on the day it is
purchased for purposes of calculating any original issue discount. Generally,
under recently issued Treasury regulations (the "Section 1286 Treasury
Regulations"), if the discount on a stripped bond is larger than a de minimis
amount (as calculated for purposes of the OID rules of the Code) such stripped
bond will be considered to have been issued with OID. For these purposes, OID is
the excess of the "stated redemption price at maturity" (generally, principal
and any interest which is not "qualified stated interest") of a debt instrument
over its issue price. See "-- Original Issue Discount" below. Based on the
preamble to the Section 1286 Treasury Regulations, Federal Tax Counsel is of the
opinion that, although the matter is not entirely clear, the interest income on
the Certificates at the sum of the Pass-Through Rate and the portion of the
Servicing Fee Rate that does not constitute excess servicing will be treated as
"qualified stated interest" within the meaning of the Section 1286 Treasury
Regulations and such income will be so treated in the Trustee's tax information
reporting. It is possible that the treatment described in this paragraph will
apply only to that portion of the Receivables in a particular trust as to which
there is "excess servicing" and that the remainder of such Receivables will not
be treated as stripped bonds, but as undivided interests as described above.
Unless indicated otherwise in the applicable Prospectus Supplement, it is not
anticipated that Grantor Trust Certificates will be issued with greater than de
minimis OID.
Original Issue Discount. The rules of the Code relating to OID
(currently Sections 1271 though 1273 and 1275) will be applicable to a person
comparable to a Grantor Trust Certificateholder that acquires an undivided
interest in a stripped bond issued or acquired with OID, and such person must
include in gross income the sum of the "daily portions," as defined below, of
the OID on such stripped bond for each day on which it owns a Certificate,
including the date of purchase but excluding the date of disposition. Because
payments on such stripped bonds may be accelerated by prepayments on the
underlying obligations, OID will be determined as required under Code Section
1272(a)(6). Pursuant to Code Section 1272(a)(6), OID accruals will be calculated
based on a constant interest method and a prepayment assumption indicated in
such Prospectus Supplement. In the case of an original Grantor Trust
Certificateholder, the daily portions of OID generally would be determined as
follows. A calculation will be made of the portion of OID that accrues on the
stripped bond during each successive monthly accrual period (or shorter period
in respect of the date of original issue or the final Distribution Date). This
will be done, in the case of each full monthly accrual period, by adding (i) the
present value of all remaining payments to be received on the stripped bond
under the prepayment assumption used in respect of the Grantor Trust
Certificates and (ii) any payments received during such accrual period, and
subtracting from the total the "adjusted issue price" of the stripped bond at
the beginning of such accrual period. No representation is made that the Grantor
Trust Certificates will prepay at any prepayment assumption. The "adjusted issue
price" of a stripped bond at the beginning of the first accrual period is its
issue price (as determined for purposes of the OID rules of the Code) and the
"adjusted issue price" of a stripped bond at the beginning of a subsequent
accrual period is the "adjusted issue price" at the beginning of the immediately
preceding accrual period plus the amount of OID allocable to that accrual period
and reduced by the amount of any payment (other than "qualified stated
interest") made at the end of or during that accrual period. The OID accruing
during such accrual period will then be divided by the number of days in the
period to determine the daily portion of OID for each day in the period. A
subsequent Grantor Trust Certificateholder will be required to adjust its OID
accrual to reflect its purchase price, the remaining period to maturity and,
possibly, a new prepayment assumption. The Servicer will report to all Grantor
Trust Certificateholders as if they were original holders.
With respect to the Receivables, the method of calculating OID as
described above will cause the accrual of OID to either increase or decrease
(but never below zero) in any given accrual period to reflect the fact that
prepayments are occurring at a faster or slower rate than the prepayment
assumption used in respect of the Receivables. Subsequent purchasers that
purchase Grantor Trust Certificates at more than a de minimis discount should
consult their tax advisors with respect to the proper method to accrue such OID.
Market Discount. A Grantor Trust Certificateholder that acquires an
undivided interest in Receivables may be subject to the market discount rules of
Sections 1276 though 1278 to the extent an undivided interest in a Receivable or
stripped bond is considered to have been purchased at a "market discount".
Generally, the amount of market discount is equal to the excess of the portion
of the principal amount of such Receivable or stripped bond allocable to such
holder's undivided interest over such holder's tax basis in such interest.
Market discount with respect to a Grantor Trust Certificate will be considered
to be zero if the amount allocable to the Grantor Trust Certificate is less than
0.25% of the Grantor Trust Certificate's stated redemption price at maturity
multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not
yet been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Section 1276 and 1278.
The Code provides that any principal payment (whether a scheduled
payment or a prepayment) or any gain or disposition of a market discount bond
shall be treated as ordinary income to the extent that it does not exceed the
accrued market discount at the time of such payment. The amount of accrued
market discount for purposes of determining the tax treatment of subsequent
principal payments or dispositions of the market discount bond is to be reduced
by the amount so treated as ordinary income.
The Code also grants the Treasury Department authority to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
While the Treasury Department has not yet issued regulations, rules described in
the relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
Grantor Trust Certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of (i) the total
remaining market discount and (ii) a fraction, the numerator of which is the OID
accruing during the period and the denominator of which is the total remaining
OID at the beginning of the accrual period. For Grantor Trust Certificates
issued without OID, the amount of market discount that accrues during a period
is equal to the product of (i) the total remaining market discount and (ii) a
fraction, the numerator of which is the amount of stated interest paid during
the accrual period and the denominator of which is the total amount of stated
interest remaining to be paid at the beginning of the accrual period. For
purposes of calculating market discount under any of the above methods in the
case of instruments (such as the Grantor Trust Certificates) that provide for
payments that may be accelerated by reason of prepayments of other obligations
securing such instruments, the same prepayment assumption applicable to
calculating the accrual of OID will apply. Because the regulations described
above have not been issued, it is impossible to predict what effect those
regulations might have on the tax treatment of a Grantor Trust Certificate
purchased at a discount or premium in the secondary market.
A holder who acquired a Grantor Trust Certificate at a market discount
also may be required to defer a portion of its interest deductions for the
taxable year attributable to any indebtedness incurred or continued to purchase
or carry such Grantor Trust Certificate purchased with market discount. For
these purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such
taxable year and is, in general, allowed as a deduction not later than the year
in which such market discount is includible in income. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.
Premium. To the extent a Grantor Trust Certificateholder is considered
to have purchased an undivided interest in a Receivable or stripped bond for an
amount that is greater than its stated redemption price at maturity of such
Receivable or stripped bond, such Grantor Trust Certificateholder will be
considered to have purchased the Receivable with "amortizable bond premium"
equal in amount to such excess. A Grantor Trust Certificateholder (who does not
hold the Certificate for sale to customers or in inventory) may elect under
Section 171 of the Code to amortize such premium. Under the Code, premium is
allocated among the interest payments on the Receivables or stripped bonds to
which it relates and is considered as an offset against (and thus a reduction
of) such interest payments. With certain exceptions, such an election would
apply to all debt instruments held or subsequently acquired by the electing
holder. Absent such an election, the premium will be deductible as an ordinary
loss only upon disposition of the Certificate or pro rata as principal is paid
on the Receivables or stripped bonds.
Election to Treat All Interest as OID. The OID regulations permit a
Grantor Trust Certificateholder to elect to accrue all interest, discount
(including de minimis market discount or original issue discount) and premium in
income as interest, based on a constant yield method. If such an election were
to be made with respect to a Grantor Trust Certificate with market discount, the
Certificate Owner would be deemed to have made an election to include in income
currently market discount with respect to all other debt instruments having
market discount that such Grantor Trust Certificateholder acquires during the
year of the election or thereafter. Similarly, a Grantor Trust Certificateholder
that makes this election for a Grantor Trust Certificate that is acquired at a
premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
Grantor Trust Certificateholder owns or acquires. See "-- Premium" herein. The
election to accrue interest, discount and premium on a constant yield method
with respect to a Grantor Trust Certificate is irrevocable.
Sale or Exchange of a Grantor Trust Certificate. Sale or exchange of a
Grantor Trust Certificate prior to its maturity will result in gain or loss
equal to the difference, if any, between the amount received and the owner's
adjusted basis in the Grantor Trust Certificate. Such adjusted basis generally
will equal the seller's purchase price for the Grantor Trust Certificate,
increased by the OID and any market discount included in the seller's gross
income with respect to the Grantor Trust Certificate, and reduced by any market
premium amortized by the Depositor and by principal payments on the Grantor
Trust Certificate previously received by the seller. Such gain or loss will be
capital gain or loss to an owner for which a Grantor Trust Certificate is a
"capital asset" within the meaning of Section 1221 (except in the case of gain
attributable to accrued market discount, as noted above under "--Market
Discount") and, with respect to noncorporate owners, will be short-term,
mid-term, or long-term, depending on whether the Grantor Trust Certificate has
been held for 12 months or less, more than 12 months but not more than 18
months, or more than 18 months, respectively. (Long-term capital gain tax rates
provide a further reduction as compared with mid-term rates; short-term capital
gains are taxed at ordinary income tax rates.)
Grantor Trust Certificates will be "evidences of indebtedness" within
the meaning of Section 582(c)(1), so that gain or loss recognized from the sale
of a Grantor Trust Certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.
Non-U.S. Persons. Interest or OID paid to non-U.S. Owners of Grantor
Trust Certificates will be treated as "portfolio interest" for purposes of
United States withholding tax. Such interest (including OID, if any)
attributable to the underlying Receivables will not be subject to the normal 30%
(or such lower rate provided for by an applicable tax treaty) withholding tax
imposed on such amounts provided that (i) the Non-U.S. Certificate Owner is not
a "10% shareholder" (within the definition of Section 871(h)(3)) of any obligor
on the Receivables; and is not a controlled foreign corporation (within the
definition of Section 957) related to any Obligor on the Receivables and (ii)
such Certificate Owner fulfills certain certification requirements. Under these
requirements, the Certificate Owner must certify, under penalty of perjury, that
it is not a "United States person" and must provide its name and address. For
this purpose "United States person" means a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations), or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, or an estate that is
subject to U.S. federal income tax regardless of the source of its income or a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such United
States persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996, which are eligible to and elect to be
treated as United States persons). If, however, such interest or gain is
effectively connected to the conduct of a trade or business within the United
States by such Certificate Owner, such owner will be subject to United States
federal income tax thereon at graduated rates. Potential investors who are not
United States persons should consult their own tax advisors regarding the
specific tax consequences of owning a Certificate.
Information Reporting and Backup Withholding. The Servicer will furnish
or make available, within a reasonable time after the end of each calendar year,
to each person who was a Grantor Trust Certificateholder at any time during such
year, such information as may be deemed necessary or desirable to assist Grantor
Trust Certificateholders in preparing their federal income tax returns, or to
enable holders to make such information available to beneficial owners or
financial intermediaries that hold Grantor Trust Certificates as nominees on
behalf of beneficial owners. If a holder, beneficial owner, financial
intermediary or other recipient of a payment on behalf of a beneficial owner
fails to supply a certified taxpayer identification number or if the Secretary
of the Treasury determines that such person has not reported all interest and
dividend income required to be shown on its federal income tax return, 31%
backup withholding may be required with respect to any payments. Any amounts
deducted and withheld from a distribution to a recipient would be allowed as a
credit against such recipient's federal income tax liability.
***
THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A CERTIFICATEHOLDER'S
PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS OF CERTIFICATES SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF CERTIFICATES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL AND FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES
IN FEDERAL OR OTHER TAX LAWS.
ERISA CONSIDERATIONS
Section 406 of ERISA, and Section 4975 of the Code prohibit a pension,
profit sharing or other employee benefit plan, as well as individual retirement
accounts and certain types of Keogh Plans (each, a "Plan"), from engaging in
certain transactions involving "plan assets" with persons that are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect to
the Plan. ERISA also imposes certain duties on persons who are fiduciaries of
Plans subject to ERISA and prohibits certain transactions between a Plan and
parties in interest with respect to such Plans. Under ERISA, any person who
exercises any authority or control with respect to the management or disposition
of the assets of a Plan is considered to be a fiduciary of such Plan (subject to
certain exceptions not here relevant). A violation of these "prohibited
transaction" rules may generate excise tax and other liabilities under ERISA and
the Code for such persons.
Certain transactions involving a Trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit Plan
that purchased Certificates if assets of the Trust were deemed to be assets of
the Benefit Plan. Under a regulation issued by the United States Department of
Labor (the "Plan Assets Regulations"), the assets of a Trust would be treated as
plan assets of a Benefit Plan for the purposes of ERISA and the Code only if the
Benefit Plan acquired an "equity interest" in the Trust and none of the
exceptions contained in the Plan Assets Regulation was applicable. An equity
interest is defined under the Plan Assets Regulation as an interest other than
an instrument that is treated as indebtedness under applicable local law and
which has no substantial equity features. The likely treatment in this context
of Certificates of a given Series will be discussed in the related Prospectus
Supplement.
Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of
ERISA) are not subject to ERISA requirements.
A plan fiduciary considering the purchase of Certificates of a given
Series should consult its tax and/or legal advisors regarding whether the assets
of the related Trust would be considered plan assets, the possibility of
exemptive relief from the prohibited transaction rules and other issues and
their potential consequences.
The U.S. Department of Labor has granted to the underwriter (or in the
case of series offered by more than one underwriter, the lead underwriter) named
in each Prospectus Supplement an exemption (the "Exemption") from certain of the
prohibited transaction rules of ERISA with respect to the initial purchase, the
holding and the subsequent resale by Benefit Plans of certificates representing
interests in asset-backed pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Exemption. The receivables covered by the Exemption include
motor vehicle installment sales contracts such as the Receivables. The Exemption
will apply to the acquisition, holding and resale of nonsubordinated
Certificates (referred to herein as "Senior Certificates") by a Plan, provided
that certain conditions (certain of which are described below) are met.
Among the conditions that must be satisfied for the Exemption to apply
to the Senior Certificates are the following:
(1) The Trust is considered to consist solely of obligations which bear
interest or are purchased at a discount and which are secured by motor vehicles
or equipment, or "qualified motor vehicle leases" (as defined in the Exemption),
property that had secured such obligations or qualified motor vehicle leases,
cash or temporary investments maturing no later than the next date on which
distributions are to be made to the Senior Certificate Owners, and rights of the
Trustee under the Pooling and Servicing Agreement and under credit support
arrangements with respect to such obligations or qualified motor vehicle leases.
(2) The acquisition of the Senior Certificates by a Plan is on terms
(including the price for the Senior Certificates) that are at least as favorable
to the Plan as they would be in an arm's length transaction with an unrelated
party;
(3) The rights and interests evidenced by the Senior Certificates
acquired by the Plan are not subordinated to the rights and interests evidenced
by other certificates of the Trust;
(4) The Senior Certificates acquired by the Plan have received a rating
at the time of such acquisition that is in one of the three highest generic
rating categories from either Standard & Poor's Ratings Group, Moody's Investors
Service, Inc., Duff & Phelps Credit Rating Co. or Fitch Investors Service, L.P.;
(5) The related Trustee is not an affiliate of any other member of the
Restricted Group (as defined below);
(6) The sum of all payments made to the underwriters in connection with
the distribution of the Senior Certificates represents not more than reasonable
compensation for underwriting the Senior Certificates; the sum of all payments
made to and retained by the Depositor pursuant to the sale of the Contracts to
the related Trust represents not more than the fair market value of such
Contracts; and the sum of all payments made to and retained by the Servicer
represents not more than reasonable compensation for the Servicer's services
under the related Pooling and Servicing Agreement and reimbursement of the
Servicer's reasonable expenses in connection therewith; and
(7) The Plan investing in the Senior Certificates is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Commission under
the Securities Act of 1933, as amended.
Moreover, the Exemption would provide relief from certain
self-dealing/conflict of interest or prohibited transactions only if, among
other requirements, (i) in the case of the acquisition of Senior Certificates in
connection with the initial issuance, at least fifty percent of the Senior
Certificates are acquired by persons independent of the Restricted Group (as
defined below), (ii) the Benefit Plan's investment in Senior Certificates does
not exceed twenty-five percent of all of the Senior Certificates outstanding at
the time of the acquisition and (ii) immediately after the acquisition, no more
than twenty-five percent of the assets of the benefit Plan are invested in
certificates representing an interest in one or more trusts containing assets
sold or serviced by the same entity. The Exemption does not apply to Plans
sponsored by the Depositor, any underwriter, the related Trustee, the Servicer,
any obligor with respect to Contracts included in the related Trust constituting
more than five percent of the aggregate unamortized principal balance of the
assets in the Trust, or any affiliate of such parties (the "Restricted Group").
As mentioned above, whether or not the Exemption will apply to the
purchase and holding of Senior Certificates by Plans will depend on, among other
things, whether the Trust consists solely of permitted assets. The Exemption
provides that a Trust may include, among other assets, undistributed cash or
temporary investments made therewith maturing no later than the next date on
which distributions are to be made to Certificateholders. There can be no
assurance that the cash or Eligible Investments in the Cash Collateral Account
and the Yield Supplement Account or the cash or Eligible Investments in the
Pre-Funding Account or any pre-funding reserve account held by the Trust would
meet this definition, and not render the Exemption inapplicable. In view of the
foregoing, any Plan fiduciary who proposes to cause a Plan to purchase Senior
Certificates should consult with its own counsel with respect to the
applicability of the Exemption and should determine whether all of the
conditions of the Exemption have been satisfied.
PLAN OF DISTRIBUTION
On the terms and conditions set forth in an underwriting agreement with
respect to a given Series (the "Underwriting Agreement"), the Depositor will
agree to cause the related Trust to sell to the underwriters named therein and
in the related Prospectus Supplement, and each of such underwriters will
severally agree to purchase, the principal amount of each class of Certificates
of the related Series set forth therein and in the related Prospectus
Supplement.
In each Underwriting Agreement, the several underwriters will agree,
subject to the terms and conditions set forth therein, to purchase all of the
Certificates described therein that are offered hereby and by the related
Prospectus Supplement if any of such Certificates are purchased.
Each Prospectus Supplement will either (i) set forth the price at which
each class of Certificates being offered thereby will be offered to the public
and any concessions that may be offered to certain dealers participating in the
offering of such Certificates or (ii) specify that the related Certificates are
to be resold by the underwriters in negotiated transactions at varying prices to
be determined at the time of such sale. After the initial public offering of any
such Certificates, such public offering prices and such concessions may be
changed.
Each Underwriting Agreement will provide that UAC and the Depositor
will indemnify the related underwriters against certain civil liabilities,
including liabilities under the Securities Act, or contribute to payments the
several underwriters may be required to make in respect thereof.
Each Trust may, from time to time, invest the funds in the related
Accounts in Eligible Investments acquired from such underwriters.
Pursuant to each Underwriting Agreement, the closing of the sale of any
class of Certificates subject thereto will be conditioned on the closing of the
sale of all other classes of Certificates of such Series.
The place and time of delivery for the Certificates in respect of which
this Prospectus is delivered will be set forth in the related Prospectus
Supplement.
LEGAL MATTERS
Certain legal matters relating to the Certificates of any Series will
be passed upon for the related Trust, the Depositor and the Servicer by Barnes &
Thornburg, Indianapolis, Indiana, and for the underwriters by Cadwalader,
Wickersham & Taft, New York, New York or such other firm as shall be identified
in the related Prospectus Supplement. Certain federal income tax and other
matters will be passed upon for each Trust by Cadwalader, Wickersham & Taft,
Barnes & Thornburg or such other firm as shall be identified in the related
Prospectus Supplement.
INDEX OF PRINCIPAL TERMS
Set forth below is a list of certain of the more significant terms used in
this Prospectus and the pages on which the definitions of such terms may be
found herein.
TERM PAGE
Actuarial Receivables........................................... 16
Advance ...................................................... 7
Approved Rating................................................. 24
Cash Collateral Account......................................... 27
Cede .......................................................... 13
Certificate Account ........................................... 23
Certificate Balance .......................................... 5
Certificate Owners ............................................20, 35
Certificate Pool Factor ....................................... 17
Certificateholders .......................................... 6, 14
Certificates ................................................. 1
Class Certificate Balance .................................... 3
Closing Date .................................................. 5
Code .......................................................... 34
Collection Period ............................................. 7
Commission ................................................... 2
Contracts....................................................... 5
Contract Rate................................................... 7
Cutoff Date .................................................. 4
Dealers ...................................................... 4
Definitive Certificates ....................................... 20
Depositor....................................................... 3
Distribution Date ............................................. 19
DTC ........................................................... 13
Eligible Deposit Account ..................................... 25
Eligible Institution ......................................... 25
Eligible Investments .......................................... 24
ERISA ......................................................... 9
Events of Default ............................................. 28
Exchange Act.................................................... 2
Exemption....................................................... 42
FASIT........................................................... 34
Federal Tax Counsel............................................. 9
Final Scheduled Distribution Date............................... 25
Final Scheduled Maturity Date ................................ 7
Financed Vehicles ............................................. 4
FTC Rule ...................................................... 32
Funding Period ............................................... 5
Grantor Trust Certificates .................................... 38
Grantor Trust Certificateholders................................ 38
Indirect Participants ........................................ 20
Interest Shortfall.............................................. 7
Investment Income............................................... 24
IRS ........................................................... 36
Named Lienholder or Named Lienholders........................... 8
Obligor ...................................................... 7
OID .......................................................... 34
Participants ................................................. 20
Pass-Through Rate ........................................... 3
Payaheads....................................................... 16
Payahead Account ............................................. 23
PFC............................................................. 45
Plan .......................................................... 42
Plan Assets Regulations......................................... 42
Pooling and Servicing Agreement .............................. 3
Pool Balance.................................................... 8
Precomputed Receivables ...................................... 16
Predecessor..................................................... 5
Pre-Funded Amount ........................................... 5
Pre-Funding Account ......................................... 5, 24
Prospectus Supplement ........................................ 1
Purchase Agreement.............................................. 5
Purchase Amount ............................................... 23
Purchased Receivable............................................ 23
Rating Agency ................................................ 9
Receivables ................................................. 1, 4
Receivables Pool .............................................. 13
Registration Statement ....................................... 2
Restricted Group................................................ 43
Rules ........................................................ 20
Rule of 78's Receivables........................................ 16
Section 1286 Treasury Regulations............................... 39
Senior Certificates ............................................ 43
Series ....................................................... 1
Servicer ..................................................... 3
Servicing Fee ................................................ 26
Servicing Fee Rate ............................................ 26
Simple Interest Receivables ................................... 16
Spread Account.................................................. 27
Strip Certificates ........................................... 3
Subsequent Receivables ...................................... 5
Subsequent Transfer Date ....................................... 10
Third Party Originator or Third Party Originators............... 5
Transfer and Servicing Agreements .............................. 22
Trust ....................................................... 1
Trust Accounts ............................................... 24
Trustee ..................................................... 3
UAC............................................................. 3
UACFC........................................................... 5
UAFC............................................................ 4
UCC .......................................................... 20
Underwriting Agreement ........................................ 44
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus Supplement and the Prospectus in connection with the offer contained
herein, and, if given or made, such information or representations must not be
relied upon as having been authorized by the Depositor, the Servicer or the
Underwriters. This Prospectus Supplement and the Prospectus do not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The delivery of this Prospectus
Supplement and the Prospectus at any time does not imply that the information
herein or therein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Prospectus Supplement
Reports to Certificateholders........................................... S-2
Summary of Terms........................................................ S-3
Risk Factors ........................................................... S-12
Formation of the Trust ................................................ S-13
The Receivables Pool.................................................... S-14
Yield and Prepayment Considerations..................................... S-18
The Depositor and UAC ................................................. S-19
The Insurer............................................................. S-19
The Offered Certificates .............................................. S-21
ERISA Considerations.................................................... S-30
Underwriting............................................................ S-30
Legal Opinions.......................................................... S-31
Experts................................................................. S-31
Index of Principal Terms ............................................... S-32
Financial Statements of the
Insurer.............................................................. F-1
Prospectus
Available Information ............................................... 2
Incorporation of Certain Documents
by Reference......................................................... 2
Summary of Terms........................................................ 3
Risk Factors............................................................ 10
The Trusts.............................................................. 13
The Receivables Pools................................................... 14
Weighted Average Life of the Certificates............................... 16
Pool Factors and Other
Certificate Information.............................................. 17
Use of Proceeds......................................................... 17
Union Acceptance Corporation and Affiliates............................. 18
Description of the Certificates......................................... 18
Description of the Transfer
and Servicing Agreements............................................. 22
Certain Legal Aspects of the Receivables................................ 29
Certain Federal Income Tax Consequences................................. 33
ERISA Considerations.................................................... 42
Plan of Distribution.................................................... 43
Legal Matters........................................................... 44
Index of Principal Terms................................................ 45
<PAGE>
$--------------------
UACSC [Year] -__ Auto Trust
$---------------
_____% Class A-1 Money Market
Automobile Receivable Backed Certificates
$---------------
_____% Class A-2 Automobile
Receivable Backed Certificates
$---------------
_____% Class A-3 Automobile
Receivable Backed Certificates
$---------------
_____% Class A-4 Automobile
Receivable Backed Certificates
$---------------
_____% Class A-5 Automobile
Receivable Backed Certificates
Class I Interest Only Automobile
Receivable Backed Certificates
Union Acceptance Corporation
Servicer
UAC Securitization Corporation
Depositor
[LOGO]
Underwriters of the Class A Certificates
Underwriter of the Class I Certificates
Prospectus Supplement
Dated _____________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the offering of the Certificates being
registered herein are estimated as follows:
SEC registration fee (1).................................. $345,361.74
Legal fees and expenses (2)............................... 406,000.00
Accounting fees and expenses (2).......................... 74,000.00
Blue sky fees and expenses (2)........................... 60,000.00
Rating agency fees (2).................................... 740,000.00
Trustees' fees and expenses (2)........................... 24,000.00
Printing (2).............................................. 30,000.00
Miscellaneous (2)......................................... 184,000.00
-------------
Total................................................. $1,863,361.74
=============
(1) See cover page
(2) Estimate
- ------------
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any persons, including officers and
directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such claim, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe that his or her conduct was
illegal. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify such officer or director
against the expenses that such officer or director actually and reasonably
incurred.
The Bylaws of UAC Securitization Corporation provide for indemnification of
officers and directors to the full extent permitted by the Delaware General
Corporation Law.
The Pooling and Servicing Agreement provides that the Servicer, any
subservicer and the partners, directors, officers, employees or agents of any of
them will be entitled to indemnification by the Trust and will be held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to the Pooling and Servicing Agreement or the Certificates,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of such persons
duties thereunder or by reason of reckless disregard of such persons obligations
and duties thereunder.
II-1
<PAGE>
Item 16. Exhibits.
* 1 Underwriting Agreement Standard Provisions for UACSC
Trusts
* 3 Certificate of Incorporation and Bylaws of UAC
Securitization Corporation (incorporated by reference to
Exhibit 3 to Form S-3 of UACSC 1995-A Grantor Trust, Reg.
No. 33- 88352)
* 4.1(a) Form of Pooling and Servicing Agreement for Grantor
Trusts including form of Certificates (incorporated by
reference to Exhibit 4.1(a) to Form S-3 Amendment No. 1
of UACSC Auto Trusts, Reg. No. 33-97320)
* 4.1(b) Form of Standard Terms and Conditions of UACSC Grantor
Trusts (incorporated by reference to Exhibit 4.1(b) to
Form S-3 Amendment No. 1 of UACSC Auto Trusts, Reg. No.
33- 97320)
* 4.2 Form of Pooling and Servicing Agreement for trusts other
than Grantor Trusts, including form of Certificates
5(a) Opinion of Barnes & Thornburg with respect to
legality of the Certificates, dated June 8, 1998
5(b) Opinion of Cadwalader, Wickersham & Taft with respect
to legality of the Certificates, dated June 8, 1998
8 Opinion of Cadwalader, Wickersham & Taft with respect
to tax matters, dated June 8, 1998
* 10 Form of Purchase Agreement
23(a) Consent of Barnes & Thornburg (included in Exhibit 5.(a))
23(b) Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 5(b))
23(c) Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 8)
* 24 Power of Attorney (included on page II-4)
- ----------------------
* Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(a) To file during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual reports pursuant to Section 13(a) or
Section 15(d) of the Certificates Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
(e) To provide to the Underwriters at the closing specified in the
Underwriting Agreements certificates in such denominations and registered
in such names as required by the Underwriters to provide prompt delivery to
each purchaser.
(f) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission") such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
(g) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(h) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Bonita Springs, State of Florida, on June 8, 1998.
UAC SECURITIZATION CORPORATION
as Depositor
(Registrant)
By /s/ Leeanne W. Graziani
-------------------------------
Leeanne W. Graziani
Vice President and Treasurer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 has been signed by the following persons in the capacities and on the
dates indicated.
UAC SECURITIZATION CORPORATION Date: June 8, 1998
Signature Title
---------------------- ------------------------
/s/ Thomas M. West* President and Director
----------------------------- (Principal Executive Officer)
Thomas M. West
/s/ Leeanne W. Graziani
----------------------------- Assistant Treasurer (Principal
Leeanne W. Graziani Financial and Accounting
Officer)
/s/ Jerry D. Von Deylen*
----------------------------- Director
Jerry D. Von Deylen
/s/ John M. Stainbrook*
----------------------------- Director
John M. Stainbrook
----------------------------- Director
Gary Mullennix
/s/ Patrick J. Baker*
----------------------------- Director
Patrick J. Baker
* The undersigned, Leeanne W. Graziani, executes this Amendment No. 1 as
attorney-in-fact of the persons designated above.
/s/ Leeanne W. Graziani
- -----------------------
Leeanne W. Graziani
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
* 1 Underwriting Agreement Standard Provisions
for UACSC Trusts
* 3 Certificate of Incorporation and Bylaws of
UAC Securitization Corporation (incorporated
by reference to Exhibit 3 to Form S-3 of
UACSC 1995-A Grantor Trust, Reg. No.
33-88352)
* 4.1(a) Form of Pooling and Servicing Agreement for
Grantor Trusts including form of Certificates
(incorporated by reference to Exhibit 4.1(a)
to Form S-3 Amendment No. 1 of UACSC Auto
Trusts, Reg. No. 33-97320)
* 4.1(b) Form of Standard Terms and Conditions of
UACSC Grantor Trusts (incorporated by
reference to Exhibit 4.1(b) to Form S-3
Amendment No. 1 of UACSC Auto Trusts, Reg.
No. 33-97320)
* 4.2 Form of Pooling and Servicing Agreement for
trusts other than grantor trusts
(including form of Certificates)
5(a) Opinion of Barnes & Thornburg with respect to
legality of the Certificates, dated
June 8, 1998
5(b) Opinion of Cadwalader, Wickersham & Taft with
respect to legality of the Certificates,
dated June 8, 1998
8 Opinion of Cadwalader, Wickersham & Taft
with respect to tax matters, dated
June 8, 1998
* 10 Form of Purchase Agreement
23(a) Consent of Barnes & Thornburg (included in
Exhibit 5(a))
23(b) Consent of Cadwalader, Wickersham & Taft
(included in Exhibit 5(b))
23(c) Consent of Cadwalader, Wickersham & Taft
(included in Exhibit 8)
* 24 Power of Attorney (included on page II-4)
- -------
* Previously filed.
June 8, 1998
UAC SECURITIZATION CORPORATION
9240 Bonita Beach Road
Suite 1109-A
Bonita Springs, Florida 34135
Re: UACSC Auto Trusts (Registration No. 333-52101)
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 ("Registration Statement") under the Securities Act of
1933, as amended (the "Act"), regarding the issuance by UAC Securitization
Corporation ("UACSC"), as originator of asset backed certificates by UACSC Auto
Trusts (the "Trusts"), of Automobile Receivable Pass-Through Certificates to be
issued by the Trusts (the "Certificates"). We have examined such corporate
records, certificates, and other documents, and have reviewed such questions of
law as we have considered necessary or appropriate for the purposes of this
opinion.
On the basis of such examination and review, we advise you that, in our
opinion, when (i) the Registration Statement on Form S-3 filed by UACSC with
respect to the Trusts shall have become effective under the Act; (ii) the
applicable Prospectus Supplement has been prepared, completed, filed and
delivered in accordance with the Act; (iii) pricing and similar terms in the
applicable Pooling and Servicing Agreement (each, an "Agreement") between UACSC
as depositor, Union Acceptance Corporation, as servicer, and Harris Trust and
Savings Bank, as Trustee ("Trustee") have been appropriately completed and the
applicable Agreement has been duly executed and delivered; and (iv) the
Certificates shall have been executed, authenticated, issued, and delivered by
the Trustee under the applicable Agreement and sold in accordance with the terms
set forth in the applicable form of Underwriting Agreement between UACSC, Union
Acceptance Corporation and the applicable underwriter or underwriters, relating
to the Certificates, the Certificates will be validly and legally issued and
will be entitled to the benefits afforded by the Agreement under which they are
issued.
The foregoing is limited to the application of the internal laws of the
States of Indiana and New York and applicable federal law, and no opinion is
expressed herein as to any matter governed by the laws of any other
jurisdiction, provided, that as to matters governed by the laws of the State of
New York, we have relied upon the opinion of Cadwalader, Wickersham & Taft dated
June 8 1998.
<PAGE>
UAC SECURITIZATION CORPORATION
June 8 1998
Page 2
We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to us under the heading "Legal
Opinions" in the Prospectus forming part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ BARNES & THORNBURG
BARNES & THORNBURG
[CADWALADER LETTERHEAD]
June 8, 1998
Barnes & Thornburg
1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
Re: UACSC Auto Trusts: Automobile Receivable Pass-Through
Certificates
Ladies and Gentlemen:
We are delivering the opinion to you in connection with your opinion
dated the date hereof (the "Barnes & Thornburg Opinion") set forth as Exhibit
5(a) to the Registration Statement (Registration No. 333-52101), as amended by
Amendment No. 1 thereto filed herewith (as amended, the "Registration
Statement"), on Form S-3 under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement covers Automobile Receivable Pass-Through
Certificates ("Certificates") to be sold by UAC Securitization Corporation
("UACSC") in one or more series (each, a "Series") of Certificates.
In connection with the Registration Statement and the Barnes &
Thornburg Opinion, you have requested our opinion as to certain New York law
matters relating to (i) the forms of Pooling and Servicing Agreement set forth
as Exhibits 4.1(a), 4.1(b) and 4.2 to the Registration Statement one of which is
to be entered into with respect to each Series of Certificates (each, a "Pooling
and Servicing Agreement") among UACSC, as depositor, Union Acceptance
Corporation ("UAC"), as servicer, and a trustee to be identified in the
Prospectus Supplement for such Series of Certificates (a "Trustee") and (ii) the
form of Underwriting Agreement set forth as Exhibit 1 to the Registration
Statement to be entered into with respect to the sale of the Certificates of
each Series (each, an "Underwriting Agreement") among UACSC, UAC and the
underwriters to be identified in the Prospectus Supplement for each Series. We
have examined the forms of Pooling and Servicing Agreement set forth as Exhibits
4.1(a), 4.1(b) and 4.2 to the Registration Statement and the form of
Underwriting Agreement set forth as Exhibit 1 to the Registration Statement, and
have reviewed such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
<PAGE>
We do not express any opinions herein as to matters governed by the law
of any jurisdiction other than the State of New York. In rendering the opinions
set forth below, we have relied with your permission on the Barnes & Thornburg
Opinion as to all matters governed by the law of any jurisdiction other than the
State of New York.
Based upon the foregoing, we are of the opinion that none of the
provisions contained in the form of Underwriting Agreement or the form of
Pooling and Servicing Agreement would be interpreted under New York law in a
manner that would cause any Certificates, when (i) the Registration Statement
shall have become effective under the Act, (ii) pricing and similar terms in the
related Pooling and Servicing Agreement shall have been appropriately completed
and such Pooling and Servicing Agreement shall have been duly executed and
delivered by all parties thereto, and (iii) such Certificates shall have been
executed, authenticated, issued and delivered by the Trustee under the related
Pooling and Servicing Agreement and sold in accordance with the terms set forth
in the form of Underwriting Agreement relating to such Certificates, not to be
validly issued or entitled to the benefits of the related Pooling and Servicing
Agreement.
We are furnishing this opinion to you solely for your benefit,
understanding that you will be relying on this opinion, as to New York law
matters only, for the purpose of rendering the Barnes & Thornburg Opinion. In
this regard, we consent to the filing of this opinion as Exhibit 5(b) to the
Registration Statement. However, nothing contained herein shall be construed as
an admission by us that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as mentioned above, this
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
[CADWALADER LETTERHEAD]
June 8, 1998
UAC Securitization Corporation
9240 Bonita Beach Road
Suite 1109-A
Bonita Springs, Florida 34135
Re: UACSC Auto Trusts: Automobile Receivable Pass-Through
Certificates
Ladies and Gentlemen:
We have acted as special tax counsel to UAC Securitization Corporation
in connection with the filing of the Registration Statement (as defined below)
providing for the issuance of Automobile Receivable Pass-Through Certificates
(the "Certificates") by the UACSC Auto Trusts. In such capacity, we hereby
confirm to you our opinion with respect to such of the federal income tax
consequences of the purchase, ownership, and disposition of the Certificates as
are set forth under the heading "Certain Federal Income Tax Consequences" in the
Prospectus included in the Registration Statement (Registration No. 333-52101)
filed by UAC Securitization Corporation with the United States Securities and
Exchange Commission (the "Commission") in connection with the offering of the
Certificates, as amended by Amendment No. 1 thereto filed herewith (as amended,
the "Registration Statement"). Such descriptions, however, do not purport to
discuss all possible federal income tax ramifications of the proposed issuance
of the Certificates.
We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the reference to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus forming part of the
Registration Statement. However, nothing contained herein shall be construed as
an admission by us that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Except as mentioned above, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
