UACSC AUTO TRUSTS
8-K, 2000-02-04
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported): February 2, 2000

                                UACSC AUTO TRUSTS

             (Exact name of registrant as specified in its charter)

                                    NEW YORK

                 (State or other jurisdiction of incorporation)

         333-77535                               35-1937340
   (Registration Number)                 (IRS Employer Identification No.)




  9240 Bonita Beach Road
  Suite 1109-A
  Bonita Springs, Florida                                       34135

(Address of principal executive offices)                      (Zip Code)



Registrant's telephone number, including area code:  (941) 948-1850


<PAGE>

Item 5.   Other Events.

          Computational Materials
          -----------------------

          On  February 2, 2000,  Computational  Materials  were  distributed  to
          potential   investors  in  connection  with  a  proposed  offering  of
          asset-backed notes under Reg. No. 333-77535.  Under the proposed trust
          and servicing  agreement  and the proposed  indenture  (the  "Proposed
          Agreements"), UAC Securitization Corporation ("UACSC") will act as the
          proposed  seller  and  establish  the UACSC  2000-A  Owner  Trust (the
          "Proposed Trust") by selling and assigning the proposed trust property
          to the trustee in  exchange  for the  proceeds  fo the notes,  each of
          which is secured by the assets of the Proposed Trust.  Pursuant to the
          Proposed  Agreements,   Union  Acceptance   Corporation  will  act  as
          servicer.  Such  Computational  Materials  are filed with this Current
          Report on Form 8-K on the basis of the  position  of the  Division  of
          Corporation   Finance   set  forth  in  Kidder,   Peabody   Acceptance
          Corporation I (available May 20, 1994), Public Securities  Association
          (available May 27, 1994),  Public  Securities  Association  (available
          February 17, 1995) and subsequent related no-action letters.


Item 7.   Financial Statements and Exhibits.

          Exhibit
          Number      Description
          ------      -----------

            99        Computational Materials


                                      -2-

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  hereunto duly  authorized in the City of Bonita  Springs,  State of
Florida, on February 4, 2000.


                                    UAC SECURITIZATION CORPORATION
                                    as Seller  (Registrant)



                                    /s/ Leeanne W. Graziani
                                    ----------------------------------------
                                    Leeanne W. Graziani
                                    President, Treasurer and
                                    Assistant Secretary




                            Computational Materials

                            UACSC 2000-A Owner Trust

              $30,000,000      Class A-1 Automobile Receivable Backed Notes
              $90,425,000      Class A-2 Automobile Receivable Backed Notes
              $88,175,000      Class A-3 Automobile Receivable Backed Notes
              $57,158,000      Class A-4 Automobile Receivable Backed Notes
              $16,963,339      Class B Automobile Receivable Backed Notes

                         UAC Securitization Corporation
                                     Seller

                          Union Acceptance Corporation
                                    Servicer

                                  Computational

                                   Materials

         The information  contained in the attached  computational  materials is
preliminary and will be replaced by the prospectus  supplement and  accompanying
prospectus  applicable to the UACSC 2000-A Owner Trust and any other information
subsequently filed with the Securities and Exchange Commission.  You should make
your  investment  decision  with  respect  to the  securities  described  in the
computational  materials  based  solely upon the  information  contained  in the
prospectus supplement and accompanying prospectus.

         These computational materials do not constitute an offer to sell or the
solicitation  of an offer to buy and we will  not  sell  the  securities  in any
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold and no offer to buy will be accepted prior to the
delivery of the prospectus  supplement and accompanying  prospectus  relating to
the securities.

         The information in the attached computational materials is preliminary,
limited in nature and subject to completion  or amendment.  We do not claim that
the securities will actually perform as described in any scenario presented.

<PAGE>

         The information in the computational materials has been prepared by the
seller.  The underwriters,  Banc of America  Securities LLC ("Banc of America"),
Bear, Stearns & Co. Inc. ("Bear Stearns") or any of their affiliates do not make
any  representation as to the accuracy or completeness of the information in the
computational materials.

         The information in the computational  materials  addresses only certain
aspects of the characteristics of the securities and does not provide a complete
assessment  of the  securities.  As such,  the  information  may not reflect the
impact of all structural  characteristics  of the  securities.  The  assumptions
underlying the information,  including structure, trust property and collateral,
may be changed from time to time to reflect changed circumstances.

         The data supporting the information in the computational  materials has
been obtained from sources that the underwriters believe to be reliable, but the
underwriters  do not  guarantee  the accuracy of or  computations  based on such
data. The underwriters and their affiliates may engage in transactions  with the
seller or its affiliates while the information is circulating.  The underwriters
may act as  principal  in  transactions  with  you,  and  accordingly,  you must
determine  the  appropriateness  for you of such  transactions  and  address any
legal,  tax, or accounting  considerations  applicable to you. The  underwriters
shall not be a  fiduciary  or  advisor,  unless  they have  agreed in writing to
receive compensation  specifically to act in such capacities. If you are subject
to the  Employee  Retirement  Income  Security  Act of  1974,  as  amended,  the
information in the  computational  materials is being furnished on the condition
that it will not form a primary basis for any investment decision.

         Although a  registration  statement  (including  a form of  prospectus)
relating to the securities  described in the  information  in the  computational
materials  has been filed with the  Securities  and Exchange  Commission  and is
effective, the prospectus supplement and accompanying prospectus relating to the
securities described in the information in the computational  materials have not
been filed with the  Securities and Exchange  Commission.  You must refer to the
prospectus supplement and accompanying  prospectus for definitive information on
any matter described in the computational  materials.  Your investment  decision
should be based only on the data in the prospectus  supplement and  accompanying
prospectus.  The prospectus supplement and accompanying  prospectus contain data
that is current as of the applicable publication dates and after publication may
no longer be complete or current.  The prospectus  supplement  and  accompanying
prospectus may be updated by information  subsequently filed with the Securities
and Exchange Commission.

         You may obtain the prospectus supplement and accompanying prospectus by
contacting  the Banc of America  Syndicate  Desk at (704)  386-9690  or the Bear
Stearns Syndicate Desk at (212) 272-4955.














     [THE FOLLOWING LANGUAGE APPEARS AT THE BOTTOM OF EVERY PAGE HEREAFTER]

This page  must be  accompanied  by the  disclaimer  on the cover  page of these
materials.  If you  did  not  receive  such a  disclaimer  please  contact  your
financial advisor at Banc of America or Bear Stearns immediately.


<PAGE>

                            UACSC 2000-A Owner Trust

                             Computational Materials

                               Subject to Revision

                          Dated as of February 2, 2000

                                SUMMARY OF TERMS

         The  definitions  or  references  to  capitalized  terms  used in these
materials can be found on the pages indicated in the "Index of Terms" on page 25
of these materials. Issuer

The UACSC 2000-A Owner Trust, a Delaware  business  trust,  will issue the notes
described in these materials.

Seller

UAC Securitization Corporation is the seller and the depositor of the trust. The
seller will  transfer the  automobile  receivables  and related  property to the
trust.

Servicer

Union Acceptance  Corporation ("UAC") will act as the servicer of the trust. The
servicer will receive and apply payments on the automobile receivables,  service
the  collection  of  the  receivables  and  direct  the  trustees  to  make  the
appropriate payments to the noteholders and the certificateholder.  The servicer
will receive a monthly servicing fee as compensation for its services.

Indenture Trustee

Harris  Trust and Savings  Bank will serve as the  indenture  trustee  under the
terms of an indenture between the trust and the indenture trustee.

Owner Trustee

First Union Trust Company,  National Association will serve as the owner trustee
under the terms of a trust and  servicing  agreement  between  the  seller,  the
servicer and the owner trustee.

Closing Date

The closing date will be on or about February 15, 2000.

The Notes

On the  closing  date,  the trust will issue the class A-1 notes,  the class A-2
notes,  the class  A-3  notes,  the  class  A-4 notes and the class B notes,  as
described below, under an indenture between the trust and the indenture trustee.
We  are  offering  the  notes  for  sale  in  these  materials.  The  notes  are
non-recourse  obligations  of the trust and are secured by certain assets of the
trust.  The interest  rates and initial  principal  balances of the notes are as
follows:

                    Interest Rate   Initial Aggregate
                     (per annum)     Principal Balance
                     -----------     -----------------
  class A-1 notes     ______%           $30,000,000
  class A-2 notes     ______%           $90,425,000
  class A-3 notes     ______%           $88,175,000
  class A-4 notes     ______%           $57,158,000
  class B notes       ______%           $16,963,339

Payment Date

The trust will pay  interest and  principal on the notes on the eighth  calendar
day of each month or, if such day is not a business  day,  on the next  business
day.  The  payments  will  begin on March 8, 2000 and will be made to holders of
record of the notes as of the  record  date,  which  will be the day  before the
payment date.  However,  if definitive notes are issued, the record date will be
the  last  day  of the  collection  period  related  to the  payment  date.  The
collection  period  with  respect  to any  payment  date is the  calendar  month
immediately preceding the calendar month in which such payment date occurs.

Interest on the Notes

Interest  on the class A-1 notes  will be  calculated  on the basis of a 360-day
year and the actual  number of days from the  previous  payment date through the
day before the related payment date. Interest on all other classes of notes will
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
See "Yield and Prepayment Considerations" in these materials.



                                      -3-
<PAGE>

Class  A-1  Monthly  Interest.   Generally,   the  amount  of  monthly  interest
distributable  to the class A-1  noteholders on each payment date is the product
of:

     (1) 1/360th of the interest rate for the class A-1 notes;

     (2) the actual number of days from the previous payment date through the
         day before the related payment date; and

     (3) the aggregate  outstanding  principal balance of the class A-1 notes on
         the  preceding  payment  date (after  giving  effect to all payments to
         noteholders on such date).

Monthly  Interest for Other  Notes.  Generally,  the amount of monthly  interest
distributable   to  each  class  of  noteholders   (other  than  the  class  A-1
noteholders) on each payment date is the product of:

     (1) one-twelfth of the interest rate applicable to such class of notes; and

     (2) the  aggregate  outstanding  principal  balance  of such  class  on the
         preceding  payment  date  (after  giving  effect  to  all  payments  to
         noteholders on such date).

Monthly Interest on First Payment Date. The amount of interest  distributable on
the first payment date of March 8, 2000 will be based upon the initial aggregate
principal  balance of the  applicable  class of notes and will  accrue  from the
closing date  through the day before the first  payment date (and in the case of
all of the notes other than the class A-1 notes,  assuming that the month of the
closing date has 30 days).

Note Principal

The trust will  distribute  principal on each payment date to the noteholders of
record as of the record date.  Generally,  the amount of monthly  principal  the
trust will pay is equal to the decrease in the outstanding  principal balance of
the receivables pool during the preceding calendar month.  Additional amounts of
available  cash  flow  from  the  receivables  will be used to make  accelerated
payments of principal to reduce the aggregate  outstanding principal balances of
the notes below the receivables pool balance, until the principal balance of the
receivables  pool exceeds such  aggregate  note  balances by 1.0% of the initial
aggregate principal balance of the notes or $2,827,213.39.

Generally,  principal will be distributed to the noteholders in the order of the
alpha-numeric  designation  of each class of the notes,  starting with the class
A-1 notes and ending with the class B notes.  For example,  no principal will be
distributed to the class A-2 noteholders until the outstanding principal balance
of the  class  A-1  notes  has  been  reduced  to  zero.  No  principal  will be
distributed to the class B noteholders until the principal of all of the class A
notes has been paid in full.  See "Risk  Factors  -- Some Notes are More at Risk
than Others if there are Losses on the Receivables" in these materials.

The trust must pay the outstanding  principal balance of each class of notes, to
the extent not  previously  paid,  by the final  maturity date for such class of
notes as follows:

                                       Final Maturity Date
                                       -------------------
       class A-1 notes                 February 8, 2001
       class A-2 notes                 December 9, 2002
       class A-3 notes                 November 8, 2004
       class A-4 notes                 April 10, 2006
       class B notes                   September 10, 2007

Since the rate of payment of  principal of each class of notes  depends  greatly
upon the rate of payment of principal on the  receivables  (including  voluntary
prepayments and principal paid in respect of defaulted receivables and purchased
receivables),  the final  payment in respect of each class of notes  could occur
significantly earlier than the respective final maturity dates.

The Certificate

In addition to the notes, the trust will issue an automobile  receivable  backed
certificate  pursuant  to the trust and  servicing  agreement.  The  certificate
represents an undivided  beneficial  ownership interest in the trust and will be
retained by the seller.  We are not  offering the  certificate  for sale in this
offering.



                                      -4-
<PAGE>

The Trust Assets

The trust will pledge its assets to the indenture  trustee as collateral for the
repayment of the notes. The trust assets will include:

     o   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;

     o   certain  monies  (including  accrued  interest)  due in  respect of the
         receivables  as of and after January 31, 2000,  but  excluding  accrued
         interest paid before the closing date;

     o   security interests in the related vehicles financed through the
         receivables;

     o   funds on deposit in a collection account and a spread account;

     o   any proceeds from claims on certain insurance policies relating to the
         financed vehicles or the related obligors;

     o   any lender's single interest insurance policy;

     o   an  unconditional  and  irrevocable  insurance  policy  issued  by MBIA
         Insurance  Corporation  guaranteeing payments of principal and interest
         on the notes; and

     o   certain rights under the agreements by which the  receivables  are sold
         from UAC to the seller and from the seller to the trust.

The trust will  acquire  its assets  from the seller  pursuant  to the trust and
servicing agreement. See "Formation of the Trust" in these materials.

Spread Account; Rights of the Certificateholder

The trust will establish a spread account on the closing date for the benefit of
the  noteholders  and the insurer.  On the closing date we will deposit into the
spread  account the amount  required by the insurer as an initial  deposit.  The
spread  account  will  hold  the  excess,  if  any,  of the  collections  on the
receivables  over  the  amounts  which  the  trust  is  required  to  pay to the
noteholders,  the servicer and the insurer.  The amount of funds  available  for
payment  to  noteholders  on any  payment  date will  consist  of funds from the
following sources:

     (1)  payments  received from obligors in respect of the receivables (net of
          any amount required to be deposited to the payahead account in respect
          of precomputed receivables);

     (2)  any net withdrawal from the payahead account in respect of precomputed
          receivables;

     (3)  interest earned on funds on deposit in the collection account;

     (4)  liquidation proceeds received in respect of receivables;

     (5)  advances  received from the servicer in respect of interest on certain
          delinquent receivables; and

     (6)  amounts  received in respect of required  repurchases  or purchases of
          receivables by UAC or the servicer.

The  indenture  trustee will withdraw  funds from the spread  account (up to the
amount on deposit in the spread  account)  and then draw on the  policy,  if the
amount of available funds for any payment date is not sufficient to pay:

     (1) the amounts owed to the servicer (including the monthly servicing fee
         and reimbursement for advances made by the servicer to the trust); and

     (2) the  required  payments of interest and  principal  to the  noteholders
         (including  required  payments of  interest to the class B  noteholders
         after an event of default under the indenture).

If the amount on deposit in the spread  account is zero,  after any  withdrawals
for the benefit of the noteholders, and there is a default under the policy, any
remaining  losses  on the  receivables  will be borne  directly  by the  class B
noteholders (up to the full class B note balance at the time a loss is incurred)
and then by the class A noteholders  pro rata (to the extent of the  outstanding


                                      -5-
<PAGE>

class or classes of class A notes at such  time).  See "Risk  Factors -- You May
Incur a Loss if there is a Default Under the Policy" and "-- Some Notes are More
at Risk than Others if there are Losses on the Receivables" in these materials.

The trust will be  required  to  maintain a  specified  amount on deposit in the
spread  account  through  the  deposit  of excess  collections,  if any,  on the
receivables. The required spread amount will be set forth in the indenture.

In no event  will the  amount  on  deposit  in the  spread  account  exceed  the
aggregate outstanding principal balance of the notes.

Any amount on deposit in the spread account on any payment date in excess of the
required  spread amount (after all other  required  deposits to and  withdrawals
from  the  spread   account  have  been  made)  will  be   distributed   to  the
certificateholder. Any such distribution to the certificateholder will no longer
be an asset of the trust.

We intend for the  amount on deposit in the spread  account to grow over time to
the required  spread amount  through the deposit of the excess  collections,  if
any,  on the  receivables.  However,  we cannot  assure  you that the  amount on
deposit in the spread account will actually grow to the required spread amount.

If net  losses  on the  receivables  pool  exceed  the  levels  set forth in the
insurance  and  reimbursement  agreement  among the  seller,  the  trust,  Union
Acceptance Funding Corporation ("UAFC"),  UAC, in its individual capacity and as
servicer,  and the insurer,  the required spread amount will be increased to the
amount set forth in the indenture. The required spread amount may be increased:

     (1) if the servicer defaults, fails to perform its obligations, or breaches
         a material representation under the trust and servicing agreement,  the
         indenture or the insurance and reimbursement agreement; or

     (2) upon the occurrence of certain other events  described in the insurance
         and reimbursement  agreement generally involving the performance of the
         receivables.

The Policy

The seller  will  obtain an  unconditional  and  irrevocable  insurance  policy.
Subject to the terms of the policy,  the insurer will  guarantee  the payment of
monthly  interest  and  monthly   principal  on  the  notes  (exclusive  of  any
accelerated payments of principal) up to the policy amount.

In addition, the policy will cover any amount paid or required to be paid by the
trust to the  noteholders,  which amount is sought to be recovered as a voidable
preference  by a trustee  in  bankruptcy  of UAC,  the  seller or UAFC under the
United States Bankruptcy Code in accordance with a final  nonappealable order of
a court having competent jurisdiction.

Policy Amount

The policy amount with respect to any payment date will be:

(a) the sum of:

     (1) the monthly servicing fee;

     (2) monthly interest;

     (3) the lesser of (a) the outstanding  aggregate  principal  balance of all
         classes  of notes on such  payment  date  (after  giving  effect to any
         distributions  of  available  funds  and any funds  withdrawn  from the
         spread  account to pay monthly  principal on such payment date) and (b)
         the initial aggregate principal balances of the notes minus all amounts
         withdrawn  from the spread  account or drawn on the policy with respect
         to principal;

         less:

(b)  all amounts on deposit in the spread  account on such  payment  date (after
     giving  effect to any  amounts  withdrawn  from the spread  account on such
     date).

Insurer

MBIA  Insurance  Corporation  is the insurer and will  guarantee  the payment of
monthly interest and monthly principal (exclusive of any accelerated payments of
principal) under the terms of the policy. See "The Insurer" in these materials.



                                      -6-
<PAGE>

Indenture Default; Control by the Insurer and Noteholders

Certain events will cause events of default under the indenture. If an indenture
default  occurs and the insurer is not in default under the policy,  the insurer
may declare the indenture default and control the remedy for such default. If an
indenture  default  occurs and the insurer is in default  under the policy,  the
noteholders  holding  notes  evidencing at least  two-thirds of the  outstanding
principal  balances of the notes may declare the  indenture  default and control
the remedy.

The party that controls the remedy may give notice of  acceleration  and declare
the  principal of the notes to be  immediately  due and payable.  The rights and
remedies of the insurer and the noteholders  upon the occurrence of an indenture
default may include the right to direct the  indenture  trustee to liquidate the
property of the trust.  See "Risk Factors -- Noteholders Have a Limited Right to
Declare Indenture Defaults or Remedies" in these materials.

Legal Investment

The class A-1 notes will be eligible  for  purchase by money  market funds under
Rule 2a-7 of the Investment Company Act of 1940, as amended.

Optional Redemption

The servicer has the right to purchase all of the receivables as of the last day
of any collection period on which the aggregate principal balance of all classes
of the notes on the related payment date (after the payment of all amounts to be
paid on such  payment  date)  will be equal to or less  than 10% of the  initial
aggregate principal balance of all classes of notes. We will redeem the notes as
a result of such a purchase of the receivables.

The purchase price for the receivables will be equal to the fair market value of
the receivables; provided that such amount may not be less than the sum of:

     (1)  100% of the outstanding  aggregate principal balance of all classes of
          notes,

     (2)  accrued and unpaid interest on the outstanding  principal  balances of
          all outstanding classes of notes at the weighted average interest rate
          of such notes, and

     (3)  any amounts due the insurer.

Increase of the Class A-4 Interest Rate and the Class B Interest Rate

If the  servicer  does not  exercise  its rights  with  respect to the  optional
redemption on the first payment date that the optional  redemption is permitted,
each of the  class  A-4  interest  rate and the  class B  interest  rate will be
increased by 0.50% after such date.

Tax Status

In the  opinion of special tax  counsel to the  seller,  for federal  income tax
purposes:

     o   the class A notes will be characterized as debt,

     o   the class B notes may be characterized as debt or as equity, and

     o   the  trust  will  not  be  treated  as  an  association  taxable  as  a
         corporation  or  as  a  "publicly  traded  partnership"  taxable  as  a
         corporation.

The owner trustee, the noteholders and the certificateholder will agree to treat
the notes as  indebtedness  for federal income tax purposes.  Should the class B
notes be  characterized  as equity,  a  non-U.S.  person,  tax-exempt  entity or
individual  who is a class B  noteholder  may suffer  adverse tax  consequences.
Accordingly, such persons may not be suitable investors for the class B notes.

Ratings

On the  closing  date,  each  class of notes  will be issued  only if such class
receives  ratings from  Moody's  Investors  Service,  Inc. and Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. as follows:



                                      -7-
<PAGE>

                                    Rating

       Class              Moody's               S&P
       -----              -------               ---
        A-1                 P-1                A-1+
        A-2                 Aaa                 AAA
        A-3                 Aaa                 AAA
        A-4                 Aaa                 AAA
         B                  Aaa                 AAA

A rating  is not a  recommendation  to buy,  sell or hold the  notes  and may be
subject to revision or withdrawal at any time by the  assigning  rating  agency.
See "Risk  Factors  -- A Change in the Note  Ratings  May  Adversely  Affect the
Notes" in these materials.

ERISA Considerations

The class A notes 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 notes should,
among other  things,  consult  with  experienced  legal  counsel in  determining
whether all required  conditions for such purchase have been satisfied.  Neither
an employee  benefit  plan  subject to ERISA or Section  4975 of the Code nor an
individual retirement account may purchase class B notes.


                                      -8-
<PAGE>


                                  RISK FACTORS

         You should  carefully  consider the risk factors set forth below and in
the  accompanying  prospectus  as well as the  other  investment  considerations
described in such documents as you decide whether to purchase the notes.

You May Not be Able to Resell
the Notes                               There is currently  no secondary  market
                                        for   the   notes.    The   underwriters
                                        currently  intend  to make a  market  to
                                        enable  resale  of the  notes,  but  are
                                        under no  obligation  to do so. As such,
                                        we cannot  assure  you that a  secondary
                                        market  will  develop for your notes or,
                                        if one does  develop,  that such  market
                                        will  provide  you  with   liquidity  of
                                        investment  or that it will continue for
                                        the life of your notes.

The Notes Are Obligations
of the Trust Only and are Not
Guaranteed by any Other Party           The notes are  obligations  of the trust
                                        only and do not represent an interest in
                                        or obligation of the seller, UAC, any of
                                        their  affiliates  or any other party or
                                        governmental   body.   Except   for  the
                                        policy,  the notes have not been insured
                                        or    guaranteed   by   any   party   or
                                        governmental  body. See "The Insurer" in
                                        these materials.

The Amount in the Spread Account
May Not be Sufficient to Assure
Payment of Principal and Interest       If the amount of available  funds on any
                                        payment  date is not  sufficient  to pay
                                        monthly  interest and monthly  principal
                                        (after payment of the monthly  servicing
                                        fee  and  exclusive  of any  accelerated
                                        principal    payments)   to   you,   the
                                        indenture  trustee will  withdraw  funds
                                        from the spread account,  up to the full
                                        balance  of the funds on deposit in such
                                        account.

                                        The  amount  on  deposit  in the  spread
                                        account  may  increase  over  time to an
                                        amount  equal  to  the  required  spread
                                        amount.  We cannot  assure you that such
                                        growth will occur or that the balance in
                                        the  spread   account   will  always  be
                                        sufficient to assure  payment in full of
                                        monthly interest and monthly  principal.
                                        If the  amount on  deposit in the spread
                                        account is reduced to zero (after giving
                                        effect to all deposits  and  withdrawals
                                        from the spread account),  the indenture
                                        trustee will then draw on the policy, up
                                        to the policy amount, in an amount equal
                                        to any remaining shortfall in respect of
                                        monthly  interest and monthly  principal
                                        (exclusive of any accelerated  principal
                                        payments).

                                      -9-
<PAGE>

You May Incur a Loss if there
is a Default Under the Policy           If the spread account is reduced to zero
                                        and  the  insurer   defaults  under  the
                                        policy,  the trust will depend solely on
                                        payments  on  and   proceeds   from  the
                                        receivables  to  make  payments  on  the
                                        notes.  The insurer will  default  under
                                        the  policy  if  it  fails  to  pay  any
                                        required  amount to the trust  when due,
                                        for any reason, including the insolvency
                                        of the insurer.

                                        If the  trust  does not have  sufficient
                                        funds   to  fully   make  the   required
                                        payments  to  noteholders  on a  payment
                                        date  during a default  by the  insurer,
                                        payments  on the  notes on such  payment
                                        date will  generally  be  reduced in the
                                        following order:

                                        1.  class B monthly principal,
                                        2.  class B monthly interest,
                                        3.  class A monthly principal, pro rata,
                                            and
                                        4.  class A monthly interest, pro rata.

                                        See    "The    Receivables    Pool    --
                                        Delinquencies  and Net  Losses"  and "--
                                        Delinquency and Credit Loss  Experience"
                                        in these materials.

Some Notes are More at Risk than
Others if there are Losses on
the Receivables                         Principal  will be paid on the  notes in
                                        alpha-numeric order,  beginning with the
                                        class  A-1  notes  and  ending  with the
                                        class B notes,  with certain  exceptions
                                        noted in these materials if an indenture
                                        default  occurs.   Because  payments  of
                                        principal  will be applied  first to the
                                        class A-1 notes, second to the class A-2
                                        notes,  third to the  class  A-3  notes,
                                        fourth  to  the  class  A-4  notes,  and
                                        finally  to the  class B  notes,  in the
                                        event  the  insurer  defaults  under the
                                        policy  after the  class A-1 notes  have
                                        been  fully  or  partially   repaid  and
                                        before  the other  classes of notes have
                                        been   fully   repaid,    delinquencies,
                                        defaults and losses  experienced  on the
                                        receivables       will       have      a
                                        disproportionately greater effect on the
                                        classes of notes which pay  principal to
                                        noteholders later.

Some Payments on the Notes are
Subordinate to Other Payments on
the Notes                               Interest  due on the  class B  notes  is
                                        subordinate  in  priority  of payment to
                                        interest due on the class A notes,  and,
                                        on the final  maturity  date for a class
                                        of  class A notes  or  after an event of
                                        default  under the  indenture,  interest
                                        due on the class B notes is subordinated
                                        to principal  due on such class A notes.
                                        Principal  due on the  class B notes  is
                                        subordinated  to principal  and interest
                                        due on the class A notes.  Consequently,
                                        after an  insurer  default,  the class B
                                        noteholders   will   not   receive   any
                                        interest  on a  payment  date  until the
                                        full  amount of  interest on the class A
                                        notes due on such  payment date has been
                                        paid, and, if such payment date is on or


                                      -10-
<PAGE>

                                        after  the  final  maturity  date  for a
                                        class  of  class A notes  or an event of
                                        default under the indenture, the class B
                                        noteholders   will   not   receive   any
                                        interest  until  all  principal  on such
                                        class A notes has been paid in full.  No
                                        principal  will be  paid on the  class B
                                        notes  until each class of class A notes
                                        has been paid in full.

                                        In  the  event  of  a  default   by  the
                                        insurer,  the class B notes will be more
                                        at risk  than the  class A notes  due to
                                        delinquencies,   defaults   and   losses
                                        experienced on the receivables.

Noteholders Have a Limited Right
to Declare Indenture Defaults
or Remedies                             The  insurer  is the only party that has
                                        the  right  to  declare   an   indenture
                                        default  and control the remedy for such
                                        default,   unless  the   insurer  is  in
                                        default under the policy,  in which case
                                        the  noteholders  will have  such  right
                                        subject     to     applicable     voting
                                        requirements.

                                        If  an  indenture  default  occurs,  the
                                        insurer    or,   in   certain    limited
                                        circumstances,   the  noteholders,  will
                                        have the right to accelerate the payment
                                        of principal of the notes and, possibly,
                                        to  direct  the  indenture   trustee  to
                                        liquidate the trust property.

                                        Following  an  indenture  default,   the
                                        indenture  trustee and the owner trustee
                                        will continue to submit claims under the
                                        policy  to  enable  the  trust  to  make
                                        payments  to you  each  month.  However,
                                        following  an  indenture  default,   the
                                        insurer  may elect to prepay  all or any
                                        portion of the outstanding  notes,  plus
                                        accrued interest.

A Change in the Note Ratings May
Adversely Affect the Notes              Moody's Investors Service and Standard &
                                        Poor's  Ratings  Services are the rating
                                        agencies  rating the  notes.  The rating
                                        for any class of notes will reflect only
                                        the view of the relevant  rating agency.
                                        We  cannot  assure  you  that  any  such
                                        rating will  continue  for any period of
                                        time  or that  any  rating  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  liquidity  and
                                        market price of your notes.  A rating is
                                        not a  recommendation  to  buy,  sell or
                                        hold the notes.

                                      -11-
<PAGE>

                             FORMATION OF THE TRUST

         The trust is a  business  trust  formed  under the laws of the State of
Delaware under a trust and servicing  agreement between the seller, the servicer
and  the  owner  trustee.  The  trust  was  formed  solely  for the  purpose  of
accomplishing the transactions described in these materials. Upon formation, the
trust will not engage in any business activity other than:

         o        acquiring,  managing and holding the  receivables  and related
                  interests described in these materials;

         o        issuing the notes and the certificate;

         o        making  payments  and  distributions  on  the  notes  and  the
                  certificate; and

         o        engaging  in  those   activities,   including   entering  into
                  agreements,  that are  necessary,  suitable or  convenient  to
                  accomplish  the above listed  activities or are  incidental to
                  those activities.

         Pursuant to an indenture  between the trust and the indenture  trustee,
the trust  will grant a security  interest  in the trust  assets in favor of the
indenture  trustee on behalf of and for the benefit of the  noteholders  and the
insurer.  The seller  will  transfer  the trust  assets to the owner  trustee in
exchange for the certificate and the cash proceeds of the notes. The seller will
retain the certificate.  UAC will service the receivables  pursuant to the trust
and  servicing  agreement  and  will  receive  compensation  for  acting  as the
servicer.  To  facilitate  servicing and to minimize  administrative  burden and
expense,  the servicer will serve as custodian of the  receivables for the owner
trustee.  However,  the servicer will not stamp the  receivables  to reflect the
sale and assignment of the receivables to the trust or the indenture  trustee or
make any notation of the indenture  trustee's lien on the  certificates of title
of the financed vehicles. In the absence of such notation on the certificates of
title,  the  trust or the  indenture  trustee  may not have  perfected  security
interests in the financed vehicles securing the receivables.  Under the terms of
the trust 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.

         The trust  will  establish  a spread  account  for the  benefit  of the
noteholders  and the insurer and will obtain the policy.  The indenture  trustee
will draw on the policy,  up to the policy  amount,  if available  funds and the
amount on  deposit in the  spread  account  (after  paying  amounts  owed to the
servicer) are not sufficient to fully  distribute  monthly  interest and monthly
principal  (exclusive  of any  accelerated  principal  payments).  If the spread
account is reduced to zero 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
payments of interest and principal on the notes. In such event, certain factors,
such as the indenture trustee 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 the noteholders.


                                      -12-
<PAGE>

                              THE RECEIVABLES POOL

         The  receivables  were selected from the portfolio of UAFC for purchase
by the seller according to several criteria, including that each receivable:

         o        has an  original  number  of  payments  of not  more  than  84
                  payments and not less than twelve payments;

         o        has a  remaining  maturity  of not more than 84 months and not
                  less than three months;

         o        provides for level monthly  payments  that fully  amortize the
                  amount financed over the original term; and

         o        has a contract rate of interest  (exclusive of prepaid finance
                  charges) of not less than 6.00%.

         The  weighted  average   remaining   maturity  of  the  receivables  is
approximately 69 months as of January 31, 2000.

         Approximately   99.67%  of  the  aggregate  principal  balance  of  the
receivables as of January 31, 2000 are simple  interest  contracts which provide
for equal  monthly  payments.  Approximately  0.33% of the  aggregate  principal
balance of the  receivables as of January 31, 2000 are  precomputed  receivables
originated in the State of California.  All of such precomputed  receivables are
rule  of 78's  receivables.  Approximately  30.26%  of the  aggregate  principal
balance of the  receivables  as of January 31, 2000  represent  financing of new
vehicles; the remainder of the receivables represent financing of used vehicles.

         Receivables  representing  more  than  10% of the  aggregate  principal
balance of the  receivables as of January 31, 2000 were originated in the States
of North Carolina 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 states.


 Composition of the Receivables by Financed Vehicle Type as of January 31, 2000
<TABLE>
<CAPTION>


                                                                                                     Weighted
                                                                   Aggregate          Original         Average
                                                   Number of        Principal         Principal       Contract
                                                  Receivables        Balance           Balance          Rate
                                                  -----------        -------           -------          ----
<S>                                                   <C>       <C>                <C>                  <C>
New Automobiles and Light-Duty Trucks............     4,289     $  77,782,021.40   $  87,324,906.19     11.96%
Used Automobiles and Light-Duty Trucks...........    13,900       180,134,461.24     204,658,500.18     13.59%
New Vans (1).....................................       383         7,755,961.42       8,979,637.23     11.70%
Used Vans (1)....................................     1,279        17,048,895.87      19,769,855.60     13.38%
                                                     ------      ---------------    ---------------     -----
All Receivables..................................    19,851      $282,721,339.93    $320,732,899.20     13.08%
                                                     ======      ===============    ===============     =====


                                                      Weighted       Weighted       Percent
                                                       Average        Average     of Aggregate
                                                      Remaining      Original      Principal
                                                       Term(2)        Term(2)       Balance(3)
                                                       -------        -------      ----------

New Automobiles and Light-Duty Trucks..........         71.4 mos.      76.0 mos.      27.51%
Used Automobiles and Light-Duty Trucks.........         67.8 mos.      71.9 mos.      63.71
New Vans (1)...................................         69.2 mos.      75.9 mos.       2.74
Used Vans (1)..................................         67.7 mos.      72.3 mos.       6.03
                                                        ----           ----          ------
All Receivables................................         68.8 mos.      73.2 mos.     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.


                                      -13-
<PAGE>

    Distribution of the Receivables by Remaining Term as of January 31, 2000
<TABLE>
<CAPTION>


                                                           Percent                                   Percent
                                                          of Total                Aggregate        of Aggregate
       Remaining                   Number of               Number of             Principal          Principal
      Term Range                   Receivables          Receivables (1)            Balance          Balance(1)
      ----------                   -----------          ---------------            -------          ----------
   <S>                                <C>                  <C>              <C>                        <C>
    1 to 12 months...........         1,246                  6.28%            $   2,863,680.87           1.01%
   13 to 24 months...........         2,053                 10.34                10,734,326.23           3.80
   25 to 36 months...........           957                  4.82                 8,088,213.77           2.86
   37 to 48 months...........         1,109                  5.59                11,944,668.33           4.22
   49 to 60 months...........         2,552                 12.86                34,421,554.07          12.18
   61 to 72 months...........         5,332                 26.86                85,421,288.04          30.21
   73 to 84 months...........         6,602                 33.26               129,247,608.62          45.72
                                     ------                ------              ---------------         ------
             Total...........        19,851                100.00%             $282,721,339.93         100.00%
                                     ======                ======              ===============         ======
</TABLE>

(1) Sum may not equal 100% due to rounding.

        Geographic Distribution of the Receivables as of January 31, 2000
<TABLE>
<CAPTION>


                                                            Percent                                    Percent
                                                           of Total               Aggregate         of Aggregate
                                    Number of              Number of              Principal          Principal
     State (1) (2)                 Receivables          Receivables (3)           Balance            Balance (3)
     -------------                 -----------          ---------------           -------            -----------
<S>                                     <C>                  <C>              <C>                        <C>
Arizona......................           612                  3.08%            $   7,611,005.43           2.69%
California...................         2,051                 10.33                28,180,554.73           9.97
Colorado.....................           483                  2.43                 7,222,051.73           2.55
Connecticut..................           129                  0.65                 2,035,881.12           0.72
Delaware.....................            60                  0.30                   915,841.02           0.32
Florida......................           980                  4.94                13,224,774.12           4.68
Georgia......................           813                  4.10                12,399,816.81           4.39
Idaho........................            72                  0.36                 1,156,747.89           0.41
Illinois.....................         1,682                  8.47                21,321,164.91           7.54
Indiana......................           646                  3.25                 8,623,725.11           3.05
Iowa ........................           383                  1.93                 5,511,293.38           1.95
Kansas.......................           102                  0.51                 1,446,427.96           0.51
Kentucky.....................            49                  0.25                   731,624.94           0.26
Maryland.....................           133                  0.67                 2,191,884.74           0.78
Massachusetts................           362                  1.82                 5,859,840.22           2.07
Michigan.....................           321                  1.62                 5,248,389.00           1.86
Minnesota....................           378                  1.90                 5,761,499.91           2.04
Missouri.....................           462                  2.33                 6,631,628.97           2.35
Nebraska.....................           110                  0.55                 1,489,697.53           0.53
Nevada.......................           100                  0.50                 1,544,500.12           0.55
New Jersey...................            56                  0.28                   822,366.97           0.29
New Mexico...................            91                  0.46                   933,074.05           0.33
North Carolina...............         2,339                 11.78                34,967,107.40          12.37
Ohio ........................         1,530                  7.71                19,534,463.89           6.91
Oklahoma.....................           721                  3.63                 8,853,557.13           3.13
Oregon.......................           140                  0.71                 2,051,281.18           0.73
Pennsylvania.................           249                  1.25                 3,721,445.63           1.32
South Carolina...............           635                  3.20                10,255,458.32           3.63
South Dakota.................             2                  0.01                    23,699.86           0.01
Tennessee....................           481                  2.42                 7,953,775.98           2.81
Texas........................         2,058                 10.37                32,123,961.35          11.36
Utah ........................           204                  1.03                 3,333,710.53           1.18
Virginia.....................           849                  4.28                10,358,555.63           3.66
Washington...................           225                  1.13                 4,139,483.66           1.46
Wisconsin....................           343                  1.73                 4,541,048.71           1.61
                                     ------                ------             ----------------         ------
         Total...............        19,851                100.00%            $ 282,721,339.93         100.00%
                                     ======                ======             ================         ======
</TABLE>


(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 its predecessor.  All other  receivables were originated
    by dealers and purchased from such dealers by UAC or its predecessor.

(3) Sum may not equal 100% due to rounding.



                                      -14-
<PAGE>

            Distribution of the Receivables by Financed Vehicle Model

                           Year as of January 31, 2000
<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>
   1990 and earlier.....................           532             2.68%      $   2,399,689.43        0.85%
   1991.................................           653             3.29           3,158,766.56        1.12
   1992.................................           971             4.89           5,456,263.84        1.93
   1993.................................         1,429             7.20          10,218,475.55        3.61
   1994.................................         1,743             8.78          15,211,574.42        5.38
   1995.................................         2,664            13.42          28,649,500.07       10.13
   1996.................................         2,192            11.04          33,038,797.16       11.69
   1997.................................         2,351            11.84          40,048,167.66       14.17
   1998.................................         1,951             9.83          34,724,751.63       12.28
   1999.................................         2,442            12.30          48,782,192.77       17.25
   2000.................................         2,923            14.72          61,033,160.84       21.59
                                                ------           ------        ---------------      ------
               Total....................        19,851           100.00%       $282,721,339.93      100.00%
                                                ======           ======        ===============      ======
</TABLE>


(1) Sum may not equal 100% due to rounding.


     Distribution of the Receivables by Contract Rate as of January 31, 2000
<TABLE>
<CAPTION>


                                                                  Percent                            Percent
                                                                 of Total          Aggregate      of Aggregate
                                               Number of         Number of         Principal       Principal
Contract Rate Range                           Receivables     Receivables(1)       Balance         Balance(1)
- -------------------                           -----------     --------------       -------         ----------
<S>                                                <C>             <C>          <C>                   <C>
    Less than 7.000%......................         134             0.68%        $ 2,053,550.53        0.73%
    7.000 to  7.999%......................         320             1.61           5,370,410.50        1.90
    8.000 to  8.999%......................         457             2.30           7,808,833.19        2.76
    9.000 to  9.999%......................         844             4.25          14,543,362.43        5.14
   10.000 to 10.999%......................       1,361             6.86          22,998,754.49        8.13
   11.000 to 11.999%......................       2,209            11.13          35,399,409.05       12.52
   12.000 to 12.999%......................       3,497            17.62          50,977,650.46       18.03
   13.000 to 13.999%......................       3,619            18.23          49,623,476.94       17.55
   14.000 to 14.999%......................       3,390            17.08          44,016,265.95       15.57
   15.000 to 15.999%......................       2,077            10.46          25,308,094.67        8.95
   16.000 to 16.999%......................         892             4.49          11,677,837.58        4.13
   17.000 to 17.999%......................         456             2.30           5,825,909.91        2.06
   18.000 to 18.999%......................         502             2.53           6,306,143.26        2.23
   19.000 to 19.999%......................          46             0.23             434,454.05        0.15
   20.000 to 20.999%......................          33             0.17             286,290.00        0.10
   21.000 to 21.999%......................           9             0.05              48,805.38        0.02
   22.000 to 22.999%......................           4             0.02              31,347.24        0.01
   24.000 to 24.999%......................           1             0.01              10,744.30        0.00
                                                ------           ------        ---------------      ------
               Total......................      19,851           100.00%       $282,721,339.93      100.00%
                                                ======           ======        ===============      ======
</TABLE>


(1) Sum may not equal 100% due to rounding.


                                      -15-
<PAGE>

Delinquencies and Net Losses

         We have set forth below certain information about the experience of UAC
relating  to  delinquencies  and net  losses  on the  prime  fixed  rate  retail
automobile,  light truck and van  receivables  serviced by UAC. We cannot assure
you that the  delinquency  and net loss  experience of the  receivables  will be
comparable to that set forth in the following tables.

<TABLE>
<CAPTION>
                           Delinquency Experience (1)

                                              At June 30,                          At December 31,
                                    1997                     1998                      1998
                           ---------------------     ----------------------    ----------------------
                                                     (Dollars in thousands)

                            Number of                 Number of                 Number of
                           Receivables   Amount      Receivables   Amount      Receivables    Amount
                           -----------   ------      -----------   ------      -----------    ------
<S>                          <C>       <C>             <C>       <C>             <C>       <C>
Servicing portfolio........  173,693   $1,860,272      184,003   $1,978,920      202,890   $2,277,112
                             -------   ----------      -------   ----------      -------   ----------
Delinquencies
   30-59 days..............    2,487   $   27,373        3,179   $   32,967        4,379   $   44,626
   60-89 days..............    1,646       18,931        1,907       20,819        1,682       17,475
   90 days or more.........      723        8,826          657        6,993          694        7,161
                             -------   ----------      -------   ----------      -------   ----------
Total delinquencies........    4,856   $   55,130        5,743   $   60,779        6,755   $   69,262
                             =======   ==========      =======   ==========      =======   ==========
Total delinquencies as a
   percent of servicing
   portfolio...............     2.80%        2.96%        3.12%        3.07%        3.33%        3.04%
</TABLE>


                                 At June 30,               At December 31,
                                     1999                      1999
                            -----------------------    -----------------------
                                           (Dollars in thousands)

                             Number of                  Number of
                            Receivables   Amount       Receivables   Amount
                            -----------   ------       -----------   ------
Servicing portfolio........    213,746   $2,464,371      217,904    $2,540,391
                               -------   ----------      -------    ----------
Delinquencies
   30-59 days..............      3,962   $   41,475        4,636    $   49,988
   60-89 days..............      1,614       16,654        2,202        24,505
   90 days or more.........        670        6,754          944        10,151
                               -------   ----------      -------    ----------
Total delinquencies........      6,246   $   64,883        7,782    $   84,644
                               =======   ==========      =======    ==========
Total delinquencies as a
   percent of servicing
   portfolio...............       2.92%        2.63%        3.57%         3.33%






<PAGE>


<TABLE>
<CAPTION>
                           Credit Loss Experience (1)

                                                  Year ended June 30,                      Six Months Ended
                                          1997                        1998              December 31, 1998 (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)..      164,858     $1,759,666      179,822     $1,922,977      195,521     $2,161,458
                                  --------     ----------      -------     ----------      -------     ----------

Gross charge-offs............        6,280     $   70,830        7,909     $   87,325        4,082     $   42,990
Recoveries (3)...............                      28,511                      33,546                      16,455
                                               ----------                  ----------                  ----------
Net losses...................                  $   42,319                  $   53,779                  $   26,535
                                               ==========                  ==========                  ==========
Gross charge-offs as a % of
     average servicing
     portfolio(4)............         3.81%          4.03%        4.40%          4.54%        4.18%          3.98%
Recoveries as a % of gross
     charge-offs.............                       40.25%                      38.41%                      38.28%
Net losses as a % of average
     servicing portfolio(4)..                        2.40%                       2.80%                       2.46%
</TABLE>

<TABLE>
<CAPTION>

                                      Year Ended              Six Months Ended
                                     June 30, 1999          December 31, 1999 (5)
                               -------------------------------------------------
                                             (Dollars in thousands)

                                Number of                   Number of
                               Receivables     Amount      Receivables    Amount
                               -------------------------------------------------
<S>                              <C>         <C>            <C>         <C>
Avg. servicing portfolio(2)..    202,187     $2,269,177     217,102     $2,526,278
                                 -------     ----------     -------     ----------

Gross charge-offs............      7,752     $   82,437       4,235     $   46,037
Recoveries (3)...............                    32,526                     18,370
                                             ----------                 ----------
Net losses...................                $   49,911                 $   27,667
                                             ==========                 ==========
Gross charge-offs as a % of
     average servicing
     portfolio(4)............       3.83%          3.63%       3.90%          3.64%
Recoveries as a % of gross
     charge-offs.............                     39.45%                     39.90%
Net losses as a % of average
     servicing portfolio(4)..                      2.20%                      2.19%
</TABLE>
(1)      There is generally no recourse to dealers under any of the  receivables
         in  the   portfolio   serviced   by  UAC,   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)      Recoveries  include  recoveries on receivables  previously charged off,
         cash  recoveries and unsold  repossessed  assets carried at fair market
         value.

(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.


                                      -16-
<PAGE>

Delinquency and Credit Loss Experience

         As  indicated  in  the  foregoing  delinquency  experience  table,  the
delinquency   percentage  for  UAC's  prime  automobile   portfolio  based  upon
outstanding balances of receivables 30 days past due and over increased to 3.33%
at December  31, 1999  compared to 3.04% and 2.63% at December 31, 1998 and June
30, 1999, respectively.

         As indicated in the foregoing credit loss experience  table, net credit
losses on UAC's prime automobile  portfolio totaled  approximately $27.7 million
for the six months ended December 31, 1999, or 2.19% (annualized) of the average
servicing  portfolio,  compared to $26.5 million,  or 2.46% (annualized) for the
six months ended December 31, 1998. For the year ended June 30, 1999, net credit
losses on UAC's prime automobile portfolio totaled  approximately $49.9 million,
or 2.20% of the average servicing portfolio.

         The  delinquency  percentage  increased  slightly from June 30, 1999 to
December 31, 1999.  UAC ascribes  this increase to  deterioration  in the credit
quality of pools prior to the UACSC  1997-B  Auto Trust and to seasonal  factors
adversely  affecting  portfolio   performance  during  the  winter  months.  UAC
attributes  improving trends in its credit loss and delinquency  experience with
pools  securitized  since  1997 to  strategic  changes  in its  origination  and
collection departments. The efforts in the origination department include:

         o        implementing tighter credit standards in March 1997;

         o        developing  quality control procedures that rank a prospective
                  obligor by credit score and by  predetermined  debt and income
                  ratios;

         o        growing the portfolio  with quality  obligors  through  dealer
                  development and dealer expansion;

         o        increasing the staff in the origination department; and

         o        expanding the origination department's hours of service.

The  collection  department's  efforts to improve  delinquency  and credit  loss
performance include:

         o        restructuring    the    collectors    to   form    specialized
                  sub-departments of collectors for auxiliary  functions such as
                  skip tracing and high risk accounts;

         o        initiating collection calls earlier in the delinquency process
                  through the use of a power dialer;

         o        targeting  higher risk  obligors  through the use of quarterly
                  updated credit scores; and

         o        increasing collection efforts on charged-off accounts.

         Recoveries as a percentage of gross charge-offs  improved to 39.90% for
the six months ended  December  31, 1999,  compared to 38.28% and 39.45% for the
six months ended  December 31, 1998,  and the twelve months ended June 30, 1999,
respectively.  In an effort to improve  recovery rates,  UAC opened a franchised
new car  dealership in  Indianapolis  in July 1998 and is retailing a portion of
its repossessed automobiles through the dealership. UAC expects to continue this
method of  disposing  of  repossessions  and  strictly  monitor  the rest of its
repossession and resale process.  UAC believes that these efforts should improve
the recovery rate.  Although the overall recovery percentage remains below UAC's
expectations,  recovery rates for repossessed  automobiles  sold by UAC's retail
operations have been  significantly  higher than recovery rates on vehicles sold
at auction.  However, only approximately 17% of all repossessed automobiles sold
by UAC during the last twelve months were sold through its new retail operation.

         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'  abilities  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.



                                      -17-
<PAGE>

                       WEIGHTED AVERAGE LIFE OF THE NOTES

         Because the rate of payment on principal of the notes depends primarily
on the rate of  payment of the  receivables  (including  voluntary  prepayments,
principal  in  respect  of  receivables  as to which  there has been a  default,
principal in respect of required  repurchases or purchases of receivables by UAC
or the servicer,  and the application of excess Available Funds to pay principal
on the notes),  final  payment on each class of notes  could occur much  earlier
than the applicable final maturity date. You will bear the risk of being able to
reinvest early  principal  payments on the notes at yields at least equal to the
yield on your notes.

          Prepayments  on  retail  installment  sale  contracts,   such  as  the
receivables,  can be measured  relative to a prepayment  standard or model.  The
model used in these materials is the Absolute Prepayment Model ("ABS").  The ABS
model  represents  an assumed  rate of  prepayment  each month  relative  to the
original number of receivables in a pool. The ABS model further assumes that all
of the  receivables  are the same size,  amortize at the same rate and that each
receivable will be paid as scheduled or will be prepaid in full. For example, in
a pool of receivables originally containing 100 receivables, a 1% ABS rate means
that  one  receivable  prepays  in full  each  month.  The ABS  model,  like any
prepayment  model,  does not  claim to be  either a  historical  description  of
prepayment experience or a prediction of the anticipated rate of prepayment.

         The tables on pages 20 to 22 have been prepared on the basis of certain
assumptions, including that:

         o        all  payments on the  receivables  are made on the last day of
                  each month and include a full month of interest;

         o        payments  on the  class  A-1  notes  are  paid in cash on each
                  payment  date  commencing  March  8,  2000  and on the  eighth
                  calendar day of each subsequent month or, if such day is not a
                  business day, on the next business day;

         o        payments  on the notes other than the class A-1 notes are paid
                  in cash on each payment date  commencing  March 8, 2000 and on
                  the eighth calendar day of each subsequent month;

         o        the closing date will be February 15, 2000;

         o        the first  collection  period will be February 1, 2000 through
                  February 29, 2000;

         o        the interest rates for the notes are as follows:

                           class A-1 notes           5.9875%
                           class A-2 notes           6.67%
                           class A-3 notes           7.25%
                           class A-4 notes           7.33%
                           class B notes             7.46%

         o        the  insurance  premium  is paid  from  cash  flows  from  the
                  receivables as required under the policy;

         o        the spread account will not earn interest;

         o        no  defaults  or  delinquencies  in the  payment of any of the
                  receivables occur;

         o        no  receivables  are  repurchased  due  to  a  breach  of  any
                  representation or warranty or for any other reason; and

         o        the servicer exercises its rights with respect to the optional
                  purchase of the  receivables on the first payment date that it
                  is entitled to exercise such rights.



                                      -18-
<PAGE>

The tables indicate the projected  weighted  average life of each class of notes
and set forth the percentage of the initial aggregate  principal balance of each
class of notes that is  projected  to be  outstanding  after each of the payment
dates  shown at  specified  ABS  percentages.  The tables  also  assume that the
receivables  have been aggregated into five  hypothetical  pools with all of the
receivables within each such pool having the characteristics described below:
<TABLE>
<CAPTION>


                                                           Weighted Average       Weighted Average
                 Cutoff Date        Weighted Average       Original Term to       Remaining Term to
     Pool     Principal Balance      Note Rate           Maturity (in Months)   Maturity (in Months)
     ----     -----------------      ---------           --------------------   --------------------
<S>          <C>                      <C>                       <C>                      <C>
       1     $   17,645,251.51        14.040%                   75                       22
       2         16,055,004.26        11.665%                   43                       42
       3         33,280,142.10        12.569%                   60                       58
       4         82,446,643.38        12.951%                   70                       69
       5        133,294,298.68        13.323%                   82                       81
             -----------------
     Total   $  282,721,339.93
             =================
</TABLE>


         The   information   included  in  the  following   tables  consists  of
forward-looking statements and involves risks and uncertainties that could cause
actual  results  to  differ   materially  from  those  in  the   forward-looking
statements.  The actual  characteristics and performance of the receivables will
differ from the assumptions  used in constructing  the tables on pages 20 to 22.
We have provided these hypothetical  illustrations  using the assumptions listed
above to give you a general  illustration of how the aggregate principal balance
of the notes may decline.  However,  it is highly  unlikely that the receivables
will prepay at a constant ABS until maturity or that all of the receivables will
prepay at the same ABS. In addition,  the diverse  terms of  receivables  within
each of the five  hypothetical  pools could  produce  slower or faster  rates of
principal  payments  than  indicated in the table at the various  specified  ABS
rates.  Any  difference  between such  hypothetical  assumptions  and the actual
characteristics,  performance and prepayment  experience of the receivables will
cause the actual  percentages  of the  initial  principal  balances of the notes
outstanding  over time and the weighted  average lives of the notes to vary from
what is illustrated in the tables below.

================================================================================
                  Important notice regarding calculation of the
                 weighted average life and the assumptions upon
                  which the tables on pages 20 to 22 are based

              The  weighted  average  life of a note is  determined  by: (a)
     multiplying the amount of each principal payment on the applicable note
     by the number of years from the  assumed  closing  date to the  related
     payment date,  (b) adding the results,  and (c) dividing the sum by the
     related initial principal amount of such note.

              The tables on pages 20 to 22 have been prepared  based on (and
     should be read in conjunction with) the assumptions  described on pages
     18 and 19 (including the assumptions  regarding the characteristics and
     performance  of the  receivables,  which  will  differ  from the actual
     characteristics and performance of the receivables).
================================================================================


                                      -19-
<PAGE>

<TABLE>
<CAPTION>

         Percent of Initial Note Balance at Various ABS Percentages (1)

                                       Class A-1 Notes                                Class A-2 Notes
                          ----------------------------------------      ----------------------------------------
Payment Date               1.0%     1.4%     1.6%    1.8%     2.5%       1.0%     1.4%     1.6%    1.8%     2.5%
- ----------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>      <C>     <C>      <C>        <C>      <C>      <C>     <C>      <C>
Closing Date..............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 1  March, 2000........... 73.8%    68.4%    63.7%   45.7%     4.9%     100.0%   100.0%   100.0%  100.0%   100.0%
 2  April, 2000........... 49.3%    38.6%    29.5%    0.0%     0.0%     100.0%   100.0%   100.0%   98.4%    90.3%
 3  May, 2000............. 28.2%    12.5%     0.0%    0.0%     0.0%     100.0%   100.0%    99.7%   86.2%    80.0%
 4  June, 2000............  7.7%     0.0%     0.0%    0.0%     0.0%     100.0%    95.8%    90.1%   78.3%    70.0%
 5  July, 2000............  0.0%     0.0%     0.0%    0.0%     0.0%      95.8%    87.5%    80.7%   70.4%    60.2%
 6  August, 2000..........  0.0%     0.0%     0.0%    0.0%     0.0%      89.1%    79.4%    71.5%   62.7%    50.5%
 7  September, 2000.......  0.0%     0.0%     0.0%    0.0%     0.0%      82.5%    71.5%    62.6%   55.0%    40.9%
 8  October, 2000.........  0.0%     0.0%     0.0%    0.0%     0.0%      75.9%    63.6%    53.9%   47.3%    31.5%
 9  November, 2000........  0.0%     0.0%     0.0%    0.0%     0.0%      69.4%    56.0%    45.4%   39.8%    22.2%
10  December, 2000........  0.0%     0.0%     0.0%    0.0%     0.0%      63.0%    48.4%    37.8%   32.4%    13.0%
11  January, 2001.........  0.0%     0.0%     0.0%    0.0%     0.0%      56.6%    41.1%    31.0%   25.0%     4.0%
12  February, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%      50.3%    33.8%    24.2%   17.7%     0.0%
13  March, 2001...........  0.0%     0.0%     0.0%    0.0%     0.0%      44.0%    26.8%    17.4%   10.6%     0.0%
14  April, 2001...........  0.0%     0.0%     0.0%    0.0%     0.0%      37.8%    19.9%    10.8%    3.5%     0.0%
15  May, 2001.............  0.0%     0.0%     0.0%    0.0%     0.0%      31.7%    13.1%     4.2%    0.0%     0.0%
16  June, 2001............  0.0%     0.0%     0.0%    0.0%     0.0%      25.7%     6.6%     0.0%    0.0%     0.0%
17  July, 2001............  0.0%     0.0%     0.0%    0.0%     0.0%      19.7%     0.1%     0.0%    0.0%     0.0%
18  August, 2001..........  0.0%     0.0%     0.0%    0.0%     0.0%      13.8%     0.0%     0.0%    0.0%     0.0%
19  September, 2001.......  0.0%     0.0%     0.0%    0.0%     0.0%       7.9%     0.0%     0.0%    0.0%     0.0%
20  October, 2001.........  0.0%     0.0%     0.0%    0.0%     0.0%       2.2%     0.0%     0.0%    0.0%     0.0%
21  November, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
22  December, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
23  January, 2002.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
24  February, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
25  March, 2002...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
26  April, 2002...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
27  May, 2002.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
28  June, 2002............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
29  July, 2002............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
30  August, 2002..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
31  September, 2002.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
32  October, 2002.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
33  November, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
34  December, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
35  January, 2003.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
36  February, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
37  March, 2003...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
38  April, 2003...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
39  May, 2003.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
40  June, 2003............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
41  July, 2003............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
42  August, 2003..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
43  September, 2003.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
44  October, 2003.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
45  November, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
46  December, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
47  January, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
48  February, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
49  March, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
50  April, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
51  May, 2004.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
52  June, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
53  July, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
54  August, 2004..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
55  September, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
56  October, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
57  November, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
Weighted Average
     Life (years).........  0.20     0.16     0.14    0.10     0.07       1.04     0.85     0.75    0.67     0.53
</TABLE>

(1)  See  the  important  notice  on  page  19  of  these  materials   regarding
     calculation  of the weighted  average life and the  assumptions  upon which
     these tables are based.


                                      -20-
<PAGE>

<TABLE>
<CAPTION>

         Percent of Initial Note Balance at Various ABS Percentages (1)

                                       Class A-3 Notes                                Class A-4 Notes
                          ----------------------------------------      ----------------------------------------
Payment Date               1.0%     1.4%     1.6%    1.8%     2.5%       1.0%     1.4%     1.6%    1.8%     2.5%
- ----------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>      <C>     <C>      <C>        <C>      <C>      <C>     <C>      <C>
Closing Date..............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 1  March, 2000...........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 2  April, 2000...........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 3  May, 2000.............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 4  June, 2000............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 5  July, 2000............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 6  August, 2000..........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 7  September, 2000.......100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 8  October, 2000.........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 9  November, 2000........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
10  December, 2000........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
11  January, 2001.........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
12  February, 2001........100.0%   100.0%   100.0%  100.0%    94.9%     100.0%   100.0%   100.0%  100.0%   100.0%
13  March, 2001...........100.0%   100.0%   100.0%  100.0%    86.0%     100.0%   100.0%   100.0%  100.0%   100.0%
14  April, 2001...........100.0%   100.0%   100.0%  100.0%    77.1%     100.0%   100.0%   100.0%  100.0%   100.0%
15  May, 2001.............100.0%   100.0%   100.0%   96.4%    68.5%     100.0%   100.0%   100.0%  100.0%   100.0%
16  June, 2001............100.0%   100.0%    97.7%   89.3%    59.9%     100.0%   100.0%   100.0%  100.0%   100.0%
17  July, 2001............100.0%   100.0%    91.1%   82.4%    51.5%     100.0%   100.0%   100.0%  100.0%   100.0%
18  August, 2001..........100.0%    93.8%    84.6%   75.5%    43.3%     100.0%   100.0%   100.0%  100.0%   100.0%
19  September, 2001.......100.0%    87.6%    78.2%   68.7%    35.3%     100.0%   100.0%   100.0%  100.0%   100.0%
20  October, 2001.........100.0%    81.7%    71.9%   62.1%    27.4%     100.0%   100.0%   100.0%  100.0%   100.0%
21  November, 2001........ 96.4%    75.8%    65.7%   55.5%    19.7%     100.0%   100.0%   100.0%  100.0%   100.0%
22  December, 2001........ 90.7%    70.0%    59.6%   49.1%    12.1%     100.0%   100.0%   100.0%  100.0%   100.0%
23  January, 2002......... 85.5%    64.2%    53.5%   42.8%     4.7%     100.0%   100.0%   100.0%  100.0%   100.0%
24  February, 2002........ 80.4%    58.6%    47.6%   36.6%     0.0%     100.0%   100.0%   100.0%  100.0%    96.1%
25  March, 2002........... 75.4%    53.0%    41.8%   30.5%     0.0%     100.0%   100.0%   100.0%  100.0%    85.3%
26  April, 2002........... 70.4%    47.5%    36.0%   24.5%     0.0%     100.0%   100.0%   100.0%  100.0%    74.7%
27  May, 2002............. 65.4%    42.1%    30.4%   18.6%     0.0%     100.0%   100.0%   100.0%  100.0%    64.4%
28  June, 2002............ 60.5%    36.8%    24.9%   12.9%     0.0%     100.0%   100.0%   100.0%  100.0%    54.4%
29  July, 2002............ 55.7%    31.6%    19.4%    7.3%     0.0%     100.0%   100.0%   100.0%  100.0%    44.7%
30  August, 2002.......... 50.9%    26.4%    14.1%    1.8%     0.0%     100.0%   100.0%   100.0%  100.0%    35.3%
31  September, 2002....... 46.1%    21.4%     8.9%    0.0%     0.0%     100.0%   100.0%   100.0%   94.4%    26.2%
32  October, 2002......... 41.4%    16.4%     3.8%    0.0%     0.0%     100.0%   100.0%   100.0%   86.4%     0.0%
33  November, 2002........ 36.7%    11.5%     0.0%    0.0%     0.0%     100.0%   100.0%    98.2%   78.5%     0.0%
34  December, 2002........ 32.1%     6.7%     0.0%    0.0%     0.0%     100.0%   100.0%    90.6%   70.8%     0.0%
35  January, 2003......... 27.6%     2.0%     0.0%    0.0%     0.0%     100.0%   100.0%    83.3%   63.4%     0.0%
36  February, 2003........ 23.1%     0.0%     0.0%    0.0%     0.0%     100.0%    96.1%    76.1%   56.1%     0.0%
37  March, 2003........... 18.7%     0.0%     0.0%    0.0%     0.0%     100.0%    89.1%    69.2%   49.1%     0.0%
38  April, 2003........... 14.3%     0.0%     0.0%    0.0%     0.0%     100.0%    82.4%    62.4%   42.3%     0.0%
39  May, 2003............. 10.0%     0.0%     0.0%    0.0%     0.0%     100.0%    75.8%    55.8%   35.7%     0.0%
40  June, 2003............  5.8%     0.0%     0.0%    0.0%     0.0%     100.0%    69.3%    49.4%   29.4%     0.0%
41  July, 2003............  1.6%     0.0%     0.0%    0.0%     0.0%     100.0%    63.0%    43.2%   23.2%     0.0%
42  August, 2003..........  0.0%     0.0%     0.0%    0.0%     0.0%      96.1%    56.9%    37.2%    0.0%     0.0%
43  September, 2003.......  0.0%     0.0%     0.0%    0.0%     0.0%      90.2%    51.2%    31.6%    0.0%     0.0%
44  October, 2003.........  0.0%     0.0%     0.0%    0.0%     0.0%      84.5%    45.8%    26.2%    0.0%     0.0%
45  November, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%      78.9%    40.4%    21.1%    0.0%     0.0%
46  December, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%      73.4%    35.2%     0.0%    0.0%     0.0%
47  January, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%      67.9%    30.2%     0.0%    0.0%     0.0%
48  February, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%      62.6%    25.4%     0.0%    0.0%     0.0%
49  March, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%      57.3%    20.7%     0.0%    0.0%     0.0%
50  April, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%      52.2%     0.0%     0.0%    0.0%     0.0%
51  May, 2004.............  0.0%     0.0%     0.0%    0.0%     0.0%      47.1%     0.0%     0.0%    0.0%     0.0%
52  June, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%      42.2%     0.0%     0.0%    0.0%     0.0%
53  July, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%      37.3%     0.0%     0.0%    0.0%     0.0%
54  August, 2004..........  0.0%     0.0%     0.0%    0.0%     0.0%      32.6%     0.0%     0.0%    0.0%     0.0%
55  September, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%      28.0%     0.0%     0.0%    0.0%     0.0%
56  October, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%      23.4%     0.0%     0.0%    0.0%     0.0%
57  November, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
Weighted Average
     Life (years).........  2.55     2.17     2.00    1.86     1.46       4.21     3.63     3.35    3.09     2.38
</TABLE>

(1)  See  the  important  notice  on  page  19  of  these  materials   regarding
     calculation  of the weighted  average life and the  assumptions  upon which
     these tables are based.


                                      -21-
<PAGE>

<TABLE>
<CAPTION>

         Percent of Initial Note Balance at Various ABS Percentages (1)

                                                                 Class B Notes

Payment Date                              1.0%          1.4%         1.6%        1.8%          2.5%
- ---------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>          <C>          <C>
Closing Date........................     100.0%        100.0%       100.0%       100.0%       100.0%
    1    March, 2000................     100.0%        100.0%       100.0%       100.0%       100.0%
    2    April, 2000................     100.0%        100.0%       100.0%       100.0%       100.0%
    3    May, 2000..................     100.0%        100.0%       100.0%       100.0%       100.0%
    4    June, 2000.................     100.0%        100.0%       100.0%       100.0%       100.0%
    5    July, 2000.................     100.0%        100.0%       100.0%       100.0%       100.0%
    6    August, 2000...............     100.0%        100.0%       100.0%       100.0%       100.0%
    7    September, 2000............     100.0%        100.0%       100.0%       100.0%       100.0%
    8    October, 2000..............     100.0%        100.0%       100.0%       100.0%       100.0%
    9    November, 2000.............     100.0%        100.0%       100.0%       100.0%       100.0%
   10    December, 2000.............     100.0%        100.0%       100.0%       100.0%       100.0%
   11    January, 2001..............     100.0%        100.0%       100.0%       100.0%       100.0%
   12    February, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
   13    March, 2001................     100.0%        100.0%       100.0%       100.0%       100.0%
   14    April, 2001................     100.0%        100.0%       100.0%       100.0%       100.0%
   15    May, 2001..................     100.0%        100.0%       100.0%       100.0%       100.0%
   16    June, 2001.................     100.0%        100.0%       100.0%       100.0%       100.0%
   17    July, 2001.................     100.0%        100.0%       100.0%       100.0%       100.0%
   18    August, 2001...............     100.0%        100.0%       100.0%       100.0%       100.0%
   19    September, 2001............     100.0%        100.0%       100.0%       100.0%       100.0%
   20    October, 2001..............     100.0%        100.0%       100.0%       100.0%       100.0%
   21    November, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
   22    December, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
   23    January, 2002..............     100.0%        100.0%       100.0%       100.0%       100.0%
   24    February, 2002.............     100.0%        100.0%       100.0%       100.0%       100.0%
   25    March, 2002................     100.0%        100.0%       100.0%       100.0%       100.0%
   26    April, 2002................     100.0%        100.0%       100.0%       100.0%       100.0%
   27    May, 2002..................     100.0%        100.0%       100.0%       100.0%       100.0%
   28    June, 2002.................     100.0%        100.0%       100.0%       100.0%       100.0%
   29    July, 2002.................     100.0%        100.0%       100.0%       100.0%       100.0%
   30    August, 2002...............     100.0%        100.0%       100.0%       100.0%       100.0%
   31    September, 2002............     100.0%        100.0%       100.0%       100.0%       100.0%
   32    October, 2002..............     100.0%        100.0%       100.0%       100.0%         0.0%
   33    November, 2002.............     100.0%        100.0%       100.0%       100.0%         0.0%
   34    December, 2002.............     100.0%        100.0%       100.0%       100.0%         0.0%
   35    January, 2003..............     100.0%        100.0%       100.0%       100.0%         0.0%
   36    February, 2003.............     100.0%        100.0%       100.0%       100.0%         0.0%
   37    March, 2003................     100.0%        100.0%       100.0%       100.0%         0.0%
   38    April, 2003................     100.0%        100.0%       100.0%       100.0%         0.0%
   39    May, 2003..................     100.0%        100.0%       100.0%       100.0%         0.0%
   40    June, 2003.................     100.0%        100.0%       100.0%       100.0%         0.0%
   41    July, 2003.................     100.0%        100.0%       100.0%       100.0%         0.0%
   42    August, 2003...............     100.0%        100.0%       100.0%         0.0%         0.0%
   43    September, 2003............     100.0%        100.0%       100.0%         0.0%         0.0%
   44    October, 2003..............     100.0%        100.0%       100.0%         0.0%         0.0%
   45    November, 2003.............     100.0%        100.0%       100.0%         0.0%         0.0%
   46    December, 2003.............     100.0%        100.0%         0.0%         0.0%         0.0%
   47    January, 2004..............     100.0%        100.0%         0.0%         0.0%         0.0%
   48    February, 2004.............     100.0%        100.0%         0.0%         0.0%         0.0%
   49    March, 2004................     100.0%        100.0%         0.0%         0.0%         0.0%
   50    April, 2004................     100.0%          0.0%         0.0%         0.0%         0.0%
   51    May, 2004..................     100.0%          0.0%         0.0%         0.0%         0.0%
   52    June, 2004.................     100.0%          0.0%         0.0%         0.0%         0.0%
   53    July, 2004.................     100.0%          0.0%         0.0%         0.0%         0.0%
   54    August, 2004...............     100.0%          0.0%         0.0%         0.0%         0.0%
   55    September, 2004............     100.0%          0.0%         0.0%         0.0%         0.0%
   56    October, 2004..............     100.0%          0.0%         0.0%         0.0%         0.0%
   57    November, 2004.............       0.0%          0.0%         0.0%         0.0%         0.0%
Weighted Average

         Life (years)...............       4.73         4.15         3.81         3.48         2.65

</TABLE>
(1)      See  the  important  notice  on page 19 of  these  materials  regarding
         calculation of the weighted average life and the assumptions upon which
         these tables are based.


                                      -22-
<PAGE>

                       YIELD AND PREPAYMENT CONSIDERATIONS

         Monthly  interest will be  distributed  to  noteholders on each payment
date to the  extent  of the  interest  rate  applicable  to each  class of notes
applied to the aggregate  principal  balance for each class of notes,  as of the
preceding  payment date or the closing date, as applicable  (after giving effect
to payments of principal on such preceding payment date).

         Upon a full or partial  prepayment on a receivable,  noteholders should
receive interest for the full month of such prepayment either:

         (1)      through the distribution of interest paid on the receivables;

         (2)      from a withdrawal from the spread account;

         (3)      by an advance from the servicer; or

         (4)      by a draw on the policy.

         The receivables  will have different  contract rates. The contract rate
on a small percentage of the receivables will not exceed the sum of:

         (1)      the weighted average of the interest rates on the notes;

         (2)      the per annum rate used to  calculate  the  insurance  premium
                  paid to the insurer; and

         (3)      the per annum rate used to  calculate  the  monthly  servicing
                  fee.

         Disproportionate  rates of prepayments  between receivables with higher
and lower  contract  rates could  affect the ability of the trust to pay monthly
interest to you.

                                   THE INSURER

MBIA

         MBIA  Insurance  Corporation  ("MBIA"),  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
MBIA.  MBIA 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.  MBIA 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 MBIA,  changes  in  control  and  transactions  among  affiliates.
Additionally,   MBIA  is  required  to  maintain  contingency  reserves  on  its
liabilities in certain amounts and for certain periods of time.

         MBIA  does  not  accept  any   responsibility   for  the   accuracy  or
completeness of these  materials or any information or disclosure  contained in,
or omitted from, these materials, other than with respect to the accuracy of the
information  regarding  the policy  and MBIA set forth  under the  heading  "The
Insurer." Additionally,  MBIA makes no representation regarding the notes or the
advisability of investing in the notes.

         The  policy   issued  by  MBIA  as  insurer  is  not   covered  by  the
Property/Casualty  Insurance  Security  Fund  specified in Article 76 of the New
York Insurance Law.



                                      -23-
<PAGE>

MBIA Financial Information

         The  consolidated   financial   statements  of  MBIA,  a  wholly  owned
subsidiary  of the  Company,  and its  subsidiaries  as of December 31, 1998 and
December 31, 1997 and for each of the three years in the period  ended  December
31, 1998, prepared in accordance with generally accepted  accounting  principles
("GAAP"), included in the Annual Report on Form 10-K of the Company for the year
ended December 31, 1998, and the consolidated  financial  statements of MBIA and
its  subsidiaries  as of September 30, 1999 and for the nine month periods ended
September 30, 1999 and  September  30, 1998 included in the Quarterly  Report on
Form 10-Q of the Company for the period ended  September  30,  1999,  are hereby
incorporated  by reference into these materials and shall be deemed to be a part
of these  materials.  Any  statement  contained  in a document  incorporated  by
reference in these  materials  shall be modified or  superseded  for purposes of
these  materials to the extent that a statement  contained in these materials or
in any other subsequently filed document which also is incorporated by reference
in these  materials  modifies or  supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of these materials.

         All  financial  statements  of MBIA and its  subsidiaries  included  in
documents filed by the Company pursuant to Section 13(a),  13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date of these
materials  and prior to the  termination  of the  offering of the notes shall be
deemed to be  incorporated by reference into these materials and to be a part of
these materials from the respective dates of filing such documents.

         The  tables  below  present  selected  financial  information  of  MBIA
determined in  accordance  with  statutory  accounting  practices  prescribed or
permitted by insurance regulatory authorities ("SAP") and GAAP:

                                                   SAP
                                 -------------------------------------------
                                 December 31,                  September 30,
                                     1998                           1999
                                 ------------                  -------------
                                   (Audited)                    (Unaudited)
                                              (in millions)

         Admitted Assets            $6,521                        $6,930
         Liabilities                 4,231                         4,571
         Capital and Surplus         2,290                         2,359

                                                  GAAP
                                 -------------------------------------------
                                 December 31,                  September 30,
                                     1998                           1999
                                 ------------                  -------------
                                   (Audited)                    (Unaudited)
                                              (in millions)

         Assets                     $7,488                        $7,422
         Liabilities                 3,211                         3,234
         Shareholder's Equity        4,277                         4,188

Where You Can Obtain Additional Information About MBIA

         Copies of the financial statements of MBIA incorporated by reference in
these materials and copies of MBIA's 1998 year-end audited financial  statements
prepared in accordance with SAP are available,  without  charge,  from MBIA. The
address of MBIA is 113 King Street, Armonk, New York 10504. The telephone number
of MBIA is (914) 273-4545.



                                      -24-
<PAGE>

Financial Strength Ratings of MBIA

         Moody's Investors  Service,  Inc. rates the financial  strength of MBIA
"Aaa."

         Standard  & Poor's  Ratings  Services,  a division  of The  McGraw-Hill
Companies, Inc. rates the financial strength of MBIA "AAA."

         Fitch IBCA,  Inc.  (formerly known as Fitch  Investors  Service,  L.P.)
rates the financial strength of MBIA "AAA."

         Each  rating of MBIA  should be  evaluated  independently.  The ratings
reflect   the   respective   rating   agency's   current   assessment   of   the
creditworthiness  of MBIA 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
notes,  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 notes.  MBIA does
not guaranty the market price of the notes nor does it guaranty that the ratings
on the notes will not be revised or withdrawn.

                                 INDEX OF TERMS

         We have listed  below the terms used in these  materials  and the pages
where definitions of the terms can be found.

ABS.........................................................................  18
Banc of America.............................................................   2
Bear Stearns................................................................   2
Company.....................................................................  23
ERISA.......................................................................   8
GAAP........................................................................  24
MBIA........................................................................  23
SAP.........................................................................  24
UAC.........................................................................   3
UAFC........................................................................   6


                                      -25-





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