UACSC AUTO TRUSTS
8-K, EX-99, 2000-06-06
ASSET-BACKED SECURITIES
Previous: UACSC AUTO TRUSTS, 8-K, 2000-06-06
Next: SPACEHAB INC WA, SC 13G/A, 2000-06-06







                            Computational Materials

                            UACSC 2000-B Owner Trust
--------------------------------------------------------------------------------

          $ 30,000,000   Class A-1 Automobile Receivable Backed Notes
          $185,050,000   Class A-2 Automobile Receivable Backed Notes
          $164,250,000   Class A-3 Automobile Receivable Backed Notes
          $128,275,000   Class A-4 Automobile Receivable Backed Notes
          $ 26,719,016   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-B 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-B Owner Trust
                             Computational Materials

                               Subject to Revision
                            Dated as of June 5, 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-B 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

The Bank of New York 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 June 14, 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.
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     _______%                  $185,050,000
           class A-3 notes     _______%                  $164,250,000
           class A-4 notes     _______%                  $128,275,000
           class B notes       _______%                   $26,719,016

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 July 10,  2000 and will be made to holders of
record of the notes as of the record date, which will be the business 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.


<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 July 10, 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 $5,342,940.16.

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         January 8, 2001
                   class A-2 notes         June 9, 2003
                   class A-3 notes         April 8, 2005
                   class A-4 notes         October 10, 2006
                   class B notes           January 8, 2008

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.


<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 vehicles;

         o        certain monies (including  accrued interest) due in respect of
                  the  receivables  as of and after May 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
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.


<PAGE>

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,  UAFC
Corporation ("UAFCC"),  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 UAFCC  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.


<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.


<PAGE>

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:

                                    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.


<PAGE>



                                  RISK FACTORS

         You should carefully  consider the risk factors set forth below as well
as the other  investment  considerations  described  in these  materials  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).
<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  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 after  the  final  maturity  date for a
                                      class  of  class A notes  or an  event  of
                                      default under the  indenture,  the class B
<PAGE>

                                      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.
<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.


<PAGE>



                              THE RECEIVABLES POOL

         The receivables  were selected from the portfolio of UAFCC 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 5.9%.

         The  weighted  average   remaining   maturity  of  the  receivables  is
approximately 72 months as of May 31, 2000.

         Approximately   99.93%  of  the  aggregate  principal  balance  of  the
receivables as of May 31, 2000 are simple  interest  contracts which provide for
equal monthly payments.  Approximately  0.07% of the aggregate principal balance
of the receivables as of May 31, 2000 are precomputed  receivables originated in
the State of California.  All of such  precomputed  receivables are rule of 78's
receivables.  Approximately  24.89% of the  aggregate  principal  balance of the
receivables  as of  May  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 May 31, 2000 were  originated in the States of
California,  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 May 31, 2000
<TABLE>
<CAPTION>


                                                                           Weighted
                                        Aggregate          Original         Average
                        Number of        Principal         Principal       Contract
                       Receivables        Balance           Balance          Rate
                       -----------        -------           -------          ----
<S>                        <C>       <C>                <C>                  <C>
New Vehicles..........     6,262     $ 133,012,345.44   $  136,383,831.26    13.08%
Used Vehicles.........    26,997       401,281,671.08      411,895,967.45    14.26%
                          ------     ----------------   -----------------    -----
All Receivables.......    33,259     $ 534,294,016.52   $  548,279,798.71    13.97%
                          ======     ================   =================


                           Weighted       Weighted       Percent
                            Average        Average     of Aggregate
                           Remaining      Original      Principal
                            Term(1)        Term(1)      Balance(2)
                            -------        -------      ----------
New Vehicles........       75.6 mos.       77.8 mos.        24.89%
Used Vehicles.......       70.2 mos.       72.4 mos.        75.11
                           ----            ----             -----
All Receivables.....       71.6 mos.       73.8 mos.       100.00%
                                                           ======
</TABLE>

(1) Based on scheduled maturity and assuming no prepayments of the receivables.
(2) Sum may not equal 100% due to rounding.


               Distribution of the Receivables by Financed Vehicle
                          Model Year as of May 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>
   1991 and earlier......           895             2.69%      $   6,022,587.26        1.13%
   1992..................           879             2.64           7,049,138.28        1.32
   1993..................         1,309             3.94          11,552,843.08        2.16
   1994..................         2,099             6.31          22,173,366.85        4.15
   1995..................         3,421            10.29          42,043,057.86        7.87
   1996..................         4,231            12.72          61,724,640.95       11.55
   1997..................         5,764            17.33          95,232,042.27       17.82
   1998..................         4,246            12.77          75,383,101.12       14.11
   1999..................         4,467            13.43          85,805,809.07       16.06
   2000..................         5,804            17.45         123,201,119.40       23.06
   2001..................           144             0.43           4,106,310.38        0.77
                                 ------           ------        ---------------      ------
               Total.....        33,259           100.00%      $ 534,294,016.52      100.00%
                                 ======           ======        ===============      ======
</TABLE>

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

<PAGE>

       Distribution of the Receivables by Contract Rate as of May 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%...........           27             0.08%    $       364,691.39       0.07%
    7.000 to  7.999%...........          162             0.49           2,446,391.67       0.46
    8.000 to  8.999%...........          411             1.24           6,798,954.86       1.27
    9.000 to  9.999%...........          857             2.58          14,671,729.40       2.75
   10.000 to 10.999%...........        1,573             4.73          26,664,045.22       4.99
   11.000 to 11.999%...........        2,669             8.02          46,321,725.81       8.67
   12.000 to 12.999%...........        4,877            14.66          83,049,930.62      15.54
   13.000 to 13.999%...........        6,320            19.00         105,387,435.18      19.72
   14.000 to 14.999%...........        6,000            18.04          95,542,549.14      17.88
   15.000 to 15.999%...........        4,575            13.76          72,276,680.80      13.53
   16.000 to 16.999%...........        2,516             7.56          38,839,998.83       7.27
   17.000 to 17.999%...........        1,265             3.80          18,939,787.62       3.54
   18.000 to 18.999%...........        1,382             4.16          18,088,599.63       3.39
   19.000 to 19.999%...........          104             0.31           1,111,561.44       0.21
   20.000 to 20.999%...........          157             0.47           1,284,759.61       0.24
   21.000 to 21.999%...........          273             0.82           1,950,064.77       0.36
   22.000 to 22.999%...........           25             0.08             164,195.09       0.03
   23.000 to 23.999%...........            7             0.02              56,972.35       0.01
   24.000 to 24.999%...........           34             0.10             214,347.39       0.04
   25.000 to 25.999%...........           24             0.07             112,265.50       0.02
   28.000 to 28.999%...........            1             0.00               7,330.20       0.00
                                      ------           ------     ------------------     ------
               Total...........       33,259           100.00%    $   534,294,016.52     100.00%
                                      ======           ======     ==================     ======
</TABLE>
(1) Sum may not equal 100% due to rounding.

          Geographic Distribution of the Receivables as of May 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......................           721                  2.17%            $  11,679,725.57           2.19%
California...................         3,701                 11.13                61,289,134.57          11.47
Colorado.....................           624                  1.88                 9,382,308.46           1.76
Connecticut..................           199                  0.60                 3,082,234.21           0.58
Delaware.....................           180                  0.54                 2,464,873.04           0.46
Florida......................         1,991                  5.99                31,419,119.29           5.88
Georgia......................         1,377                  4.14                23,678,632.85           4.43
Idaho........................           109                  0.33                 1,531,258.96           0.29
Illinois.....................         2,515                  7.56                38,070,514.21           7.13
Indiana......................         1,363                  4.10                20,646,549.65           3.86
Iowa ........................           627                  1.89                 9,061,047.76           1.70
Kansas.......................           191                  0.57                 3,026,486.92           0.57
Kentucky.....................           156                  0.47                 2,241,578.78           0.42
Maine........................           463                  1.39                 7,848,132.21           1.47
Maryland.....................           267                  0.80                 4,721,041.18           0.88
Massachusetts................           641                  1.93                10,171,920.54           1.90
Michigan.....................           576                  1.73                 8,978,995.64           1.68
Minnesota....................           616                  1.85                 9,378,679.46           1.76
Missouri.....................           816                  2.45                13,669,629.44           2.56
Nebraska.....................           170                  0.51                 2,428,844.14           0.45
Nevada.......................           178                  0.54                 3,250,123.87           0.61
New Hampshire................           197                  0.59                 3,026,301.88           0.57
New Jersey...................           121                  0.36                 1,981,598.25           0.37
New Mexico...................           107                  0.32                 1,758,902.36           0.33
New York.....................           225                  0.68                 3,472,599.95           0.65
North Carolina...............         3,297                  9.91                54,801,537.81          10.26
Ohio ........................         1,803                  5.42                26,338,834.68           4.93
Oklahoma.....................         1,245                  3.74                18,862,946.68           3.53
Oregon.......................           307                  0.92                 4,207,339.50           0.79
Pennsylvania.................           592                  1.78                 8,328,659.60           1.56
South Carolina...............         1,178                  3.54                19,305,951.28           3.61
South Dakota.................            12                  0.04                   171,225.10           0.03
Tennessee....................         1,030                  3.10                17,608,943.64           3.30
Texas........................         3,149                  9.47                57,186,725.46          10.70
Utah ........................           511                  1.54                 8,136,715.56           1.52
Vermont......................            42                  0.13                   636,901.11           0.12
Virginia.....................         1,067                  3.21                16,117,694.51           3.02
Washington...................           377                  1.13                 6,809,674.88           1.27
Wisconsin....................           518                  1.56                 7,520,633.52           1.41
                                     ------                ------             ----------------         ------
         Total...............        33,259                100.00%            $ 534,294,016.52         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.



      Distribution of the Receivables by Remaining Term as of May 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...........           153                  0.46%            $     447,376.94           0.08%
   13 to 24 months...........           608                  1.83                 3,390,355.30           0.63
   25 to 36 months...........         1,301                  3.91                 9,651,268.07           1.81
   37 to 48 months...........         1,869                  5.62                17,246,672.56           3.23
   49 to 60 months...........         5,117                 15.39                67,904,563.60          12.71
   61 to 72 months...........        10,540                 31.69               171,244,943.35          32.05
   73 to 84 months...........        13,671                 41.10               264,408,836.70          49.49
                                     ------                ------             ----------------         ------
             Total...........        33,259                100.00%            $ 534,294,016.52         100.00%
                                     ======                ======             ================         ======
</TABLE>


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


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 vehicle
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.

                           Delinquency Experience (1)
<TABLE>
<CAPTION>

                                            At June 30,
                           ---------------------------------------------         At March 31,
                                   1997                     1998                    1999
                           -------------------      --------------------     -------------------
                                          (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      207,705  $2,355,418
                           --------  ----------      -------  ----------      -------  ----------
Delinquencies
   30-59 days............     2,487  $   27,373        3,179  $   32,967        3,650  $   37,890
   60-89 days............     1,646      18,931        1,907      20,819        1,633      17,279
   90 days or more.......       723       8,826          657       6,993          646       6,818
                           --------  ----------      -------  ----------      -------  ----------
Total delinquencies......     4,856  $   55,130        5,743  $   60,779        5,929  $   61,987
                           ========  ==========      =======  ==========      =======  ==========
Total delinquencies as a
   percent of servicing
   portfolio.............      2.80%       2.96%        3.12%       3.07%        2.85%       2.63%
</TABLE>

<TABLE>
<CAPTION>
                                    At June 30,             At December 31,                At March 31,
                                       1999                       1999                         2000
                             -------------------------   -----------------------     ------------------------
                              Number of                   Number of                   Number of
                             Receivables       Amount    Receivables     Amount      Receivables      Amount
                             -----------       ------    -----------     ------      -----------      ------
<S>                            <C>          <C>            <C>         <C>            <C>          <C>
Servicing portfolio......      213,746      $2,464,371     217,904     $2,540,391     225,458      $2,672,470
                               -------      ----------     -------     ----------     -------      ----------
Delinquencies
   30-59 days............        3,962      $   41,475       4,636     $   49,988       3,577      $   39,441
   60-89 days............        1,614          16,654       2,202         24,505       1,978          23,070
   90 days or more.......          670           6,754         944         10,151         957          10,524
                               -------      ----------     -------     ----------     -------      ----------
Total delinquencies......        6,246      $   64,883       7,782     $   84,644       6,512      $   73,035
                               =======      ==========     =======     ==========     =======      ==========
Total delinquencies as a
   percent of servicing
   portfolio.............         2.92%           2.63%       3.57%          3.33%       2.89%           2.73%
</TABLE>


<PAGE>

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

                                            Year Ended June 30,                       Nine Months Ended
                                       1997                       1998               March 31, 1999 (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     199,072     $2,217,348
                              -------     ----------     -------      ----------     -------     ----------

Gross charge-offs..........    6,280      $   70,830       7,909      $   87,325       5,923     $   62,129
Recoveries (3).............                   28,511                      33,546                     24,098
                                          ----------                  ----------                 ----------
Net losses.................               $   42,319                  $   53,779                 $   38,031
                                          ==========                  ==========                 ==========
Gross charge-offs as a % of
   average servicing
   portfolio(4)............     3.81%           4.03%       4.40%           4.54%       3.97%          3.74%
Recoveries as a % of gross
   charge-offs.............                    40.25%                      38.41%                     38.79%
Net losses as a % of average
   servicing portfolio(4)..                     2.40%                       2.80%                      2.29%
</TABLE>

<TABLE>
<CAPTION>
                                     Year Ended               Six Months Ended          Nine Months Ended
                                    June 30, 1999           December 31, 1999 (5)       March 31, 2000 (5)
                              -----------------------     ------------------------   ------------------------
                               Number of                   Number of                  Number of
                              Receivables     Amount      Receivables      Amount    Receivables     Amount
                              -----------     ------      -----------      ------    -----------     ------
<S>                           <C>          <C>             <C>         <C>            <C>         <C>
Avg. servicing
   portfolio(2)............   202,187      $2,269,177      217,102     $2,526,278     218,872     $2,557,339
                              -------      ----------      -------     ----------     -------     ----------

Gross charge-offs..........     7,752      $   82,437        4,235     $   46,037       6,449     $   71,504
Recoveries (3).............                    32,526                      18,370                     28,787
                                           ----------                  ----------                 ----------
Net losses.................                $   49,911                  $   27,667                 $   42,717
                                           ==========                  ==========                 ==========
Gross charge-offs as a % of
   average servicing
   portfolio(4)............      3.83%           3.63%       3.90%           3.64%       3.93%          3.73%
Recoveries as a % of gross
   charge-offs.............                     39.45%                      39.90%                     40.26%
Net losses as a % of average
   servicing portfolio(4)..                      2.20%                       2.19%                      2.23%
</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.

<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 improved to 2.73%
at March 31, 2000 compared to 3.33% at December 31, 1999, and increased slightly
compared to 2.63% and 2.63% at March 31, 1999 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 $42.7 million
for the nine months ended March 31, 2000, or 2.23%  (annualized)  of the average
servicing  portfolio,  compared to $38.0 million,  or 2.29% (annualized) for the
nine months ended March 31, 1999.  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.

         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 on the Tier I portfolio
improved to 40.26% for the nine months ended March 31, 2000,  compared to 39.45%
and 38.79% for the year and nine months  ended June 30, 1999 and March 31, 1999,
respectively.  This increase in recoveries  over the prior year is primarily due
to an  increase  in the retail  sale of  repossessed  vehicles  at UAC's new car
franchised  dealership  in  Indianapolis  for the quarter  ended March 31, 2000,
compared  to the  quarter  ended  March 31,  1999,  and the  increased  focus on
recoveries.  This  method of  disposing  of  repossessions  along with  stricter
monitoring of the repossession and resale process may increase the recovery rate
over time.  Recovery  rates for  repossessed  automobiles  sold by UAC's  retail
operation  are  significantly  higher than  recovery  rates on vehicles  sold at
auction.  Approximately 19% of repossessed automobiles were sold at UAC's retail
operation   during  the  three  months   ended  March  31,  2000,   compared  to
approximately  18%  for the  three  months  ended  March  31,  1999.  For  those
automobiles  sold at the retail  operation  during the  quarter  ended March 31,
2000, the net proceeds received were  approximately 53% of the percentage of the
gross charge-off amount.

         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

<PAGE>

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.

                       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 30 days of interest;

         o        payments  on the  class  A-1  notes  are  paid in cash on each
                  payment  date  commencing  July  10,  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 the eighth calendar day of each month;

         o        the closing date will be June 14, 2000;

         o        the first collection  period will be June 1, 2000 through June
                  30, 2000;

         o        the interest rates for the notes are as follows:

                           class A-1 notes           6.66125%
                           class A-2 notes           7.36%
                           class A-3 notes           7.72%
                           class A-4 notes           7.79%
                           class B notes             7.95%

         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.


<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          7,382,111.42        17.664%                       74                          30
       2         22,688,085.63        13.533%                       43                          42
       3         63,243,397.12        13.485%                       59                          58
       4        161,491,101.91        13.714%                       70                          69
       5        279,489,320.44        14.165%                       82                          80
                --------------
     Total      534,294,016.52
                ==============
</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).

================================================================================

<PAGE>

         Percent of Initial Note Balance at Various ABS Percentages (1)
<TABLE>
<CAPTION>


                                       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  July, 2000............ 55.0%    47.3%    43.3%   38.8%     3.9%     100.0%   100.0%   100.0%  100.0%   100.0%
 2  August, 2000.......... 12.5%     0.0%     0.0%    0.0%     0.0%     100.0%    99.6%    98.3%   96.9%    89.6%
 3  September, 2000.......  0.0%     0.0%     0.0%    0.0%     0.0%      96.4%    92.7%    90.8%   88.7%    79.8%
 4  October, 2000.........  0.0%     0.0%     0.0%    0.0%     0.0%      90.8%    86.0%    83.4%   80.6%    70.1%
 5  November, 2000........  0.0%     0.0%     0.0%    0.0%     0.0%      85.2%    79.3%    76.1%   72.7%    60.6%
 6  December, 2000........  0.0%     0.0%     0.0%    0.0%     0.0%      79.7%    72.6%    68.9%   64.8%    51.2%
 7  January, 2001.........  0.0%     0.0%     0.0%    0.0%     0.0%      74.2%    66.0%    61.7%   57.1%    41.9%
 8  February, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%      68.7%    59.5%    54.7%   49.4%    32.7%
 9  March, 2001...........  0.0%     0.0%     0.0%    0.0%     0.0%      63.2%    53.0%    47.7%   41.9%    23.7%
10  April, 2001...........  0.0%     0.0%     0.0%    0.0%     0.0%      57.8%    46.6%    40.7%   34.4%    14.8%
11  May, 2001.............  0.0%     0.0%     0.0%    0.0%     0.0%      52.4%    40.3%    33.9%   27.0%     6.0%
12  June, 2001............  0.0%     0.0%     0.0%    0.0%     0.0%      47.1%    34.0%    27.1%   19.9%     0.0%
13  July, 2001............  0.0%     0.0%     0.0%    0.0%     0.0%      41.8%    27.8%    20.5%   12.9%     0.0%
14  August, 2001..........  0.0%     0.0%     0.0%    0.0%     0.0%      36.5%    21.6%    13.9%    6.1%     0.0%
15  September, 2001.......  0.0%     0.0%     0.0%    0.0%     0.0%      31.2%    15.5%     7.4%    0.0%     0.0%
16  October, 2001.........  0.0%     0.0%     0.0%    0.0%     0.0%      26.0%     9.5%     0.9%    0.0%     0.0%
17  November, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%      20.8%     3.6%     0.0%    0.0%     0.0%
18  December, 2001........  0.0%     0.0%     0.0%    0.0%     0.0%      15.7%     0.0%     0.0%    0.0%     0.0%
19  January, 2002.........  0.0%     0.0%     0.0%    0.0%     0.0%      10.6%     0.0%     0.0%    0.0%     0.0%
20  February, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       5.6%     0.0%     0.0%    0.0%     0.0%
21  March, 2002...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.5%     0.0%     0.0%    0.0%     0.0%
22  April, 2002...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
23  May, 2002.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
24  June, 2002............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
25  July, 2002............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
26  August, 2002..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
27  September, 2002.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
28  October, 2002.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
29  November, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
30  December, 2002........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
31  January, 2003.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
32  February, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
33  March, 2003...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
34  April, 2003...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
35  May, 2003.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
36  June, 2003............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
37  July, 2003............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
38  August, 2003..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
39  September, 2003.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
40  October, 2003.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
41  November, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
42  December, 2003........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
43  January, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
44  February, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
45  March, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
46  April, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
47  May, 2004.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
48  June, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
49  July, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
50  August, 2004..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
51  September, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
52  October, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
53  November, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
54  December, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
55  January, 2005.........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
56  February, 2005........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
57  March, 2005...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
58  April, 2005...........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
59  May, 2005.............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%

Weighted Average
     Life (years).........  0.12     0.11     0.10    0.10     0.07       0.99     0.82     0.75    0.69     0.54
</TABLE>


(1)  See pages 18 and 19 of these materials for the important  notice  regarding
     calculation  of the weighted  average life and the  assumptions  upon which
     these tables are based.

<PAGE>

         Percent of Initial Note Balance at Various ABS Percentages (1)
<TABLE>
<CAPTION>

                                       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  July, 2000...........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 2  August, 2000.........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 3  September, 2000......100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 4  October, 2000........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 5  November, 2000.......100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 6  December, 2000.......100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 7  January, 2001........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 8  February, 2001.......100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
 9  March, 2001..........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
10  April, 2001..........100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
11  May, 2001............100.0%   100.0%   100.0%  100.0%   100.0%     100.0%   100.0%   100.0%  100.0%   100.0%
12  June, 2001...........100.0%   100.0%   100.0%  100.0%    96.9%     100.0%   100.0%   100.0%  100.0%   100.0%
13  July, 2001...........100.0%   100.0%   100.0%  100.0%    87.3%     100.0%   100.0%   100.0%  100.0%   100.0%
14  August, 2001.........100.0%   100.0%   100.0%  100.0%    77.9%     100.0%   100.0%   100.0%  100.0%   100.0%
15  September, 2001......100.0%   100.0%   100.0%   99.2%    68.6%     100.0%   100.0%   100.0%  100.0%   100.0%
16  October, 2001........100.0%   100.0%   100.0%   91.7%    59.4%     100.0%   100.0%   100.0%  100.0%   100.0%
17  November, 2001.......100.0%   100.0%    93.9%   84.2%    50.4%     100.0%   100.0%   100.0%  100.0%   100.0%
18  December, 2001.......100.0%    97.4%    86.9%   76.9%    41.6%     100.0%   100.0%   100.0%  100.0%   100.0%
19  January, 2002........100.0%    90.9%    80.1%   69.7%    32.9%     100.0%   100.0%   100.0%  100.0%   100.0%
20  February, 2002.......100.0%    84.5%    73.3%   62.6%    24.4%     100.0%   100.0%   100.0%  100.0%   100.0%
21  March, 2002..........100.0%    78.1%    66.7%   55.6%    16.1%     100.0%   100.0%   100.0%  100.0%   100.0%
22  April, 2002.......... 95.0%    71.9%    60.2%   48.7%     8.0%     100.0%   100.0%   100.0%  100.0%   100.0%
23  May, 2002............ 89.4%    65.7%    53.7%   41.9%     *        100.0%   100.0%   100.0%  100.0%   100.0%
24  June, 2002........... 83.9%    59.6%    47.4%   35.3%     0.0%     100.0%   100.0%   100.0%  100.0%    90.1%
25  July, 2002........... 78.5%    53.6%    41.2%   28.8%     0.0%     100.0%   100.0%   100.0%  100.0%    80.3%
26  August, 2002......... 73.0%    47.7%    35.0%   22.3%     0.0%     100.0%   100.0%   100.0%  100.0%    70.8%
27  September, 2002...... 67.7%    41.9%    29.0%   16.0%     0.0%     100.0%   100.0%   100.0%  100.0%    61.6%
28  October, 2002........ 62.4%    36.2%    23.1%    9.9%     0.0%     100.0%   100.0%   100.0%  100.0%    52.6%
29  November, 2002....... 57.1%    30.6%    17.3%    3.8%     0.0%     100.0%   100.0%   100.0%  100.0%    43.8%
30  December, 2002....... 51.9%    25.1%    11.6%    0.0%     0.0%     100.0%   100.0%   100.0%   97.4%    35.4%
31  January, 2003........ 46.9%    19.7%     6.0%    0.0%     0.0%     100.0%   100.0%   100.0%   90.0%    27.1%
32  February, 2003....... 41.9%    14.4%     0.5%    0.0%     0.0%     100.0%   100.0%   100.0%   82.7%     0.0%
33  March, 2003.......... 36.9%     9.2%     0.0%    0.0%     0.0%     100.0%   100.0%    93.8%   75.7%     0.0%
34  April, 2003.......... 32.0%     4.0%     0.0%    0.0%     0.0%     100.0%   100.0%    87.1%   68.8%     0.0%
35  May, 2003............ 27.2%     0.0%     0.0%    0.0%     0.0%     100.0%    98.7%    80.5%   62.2%     0.0%
36  June, 2003........... 22.4%     0.0%     0.0%    0.0%     0.0%     100.0%    92.4%    74.1%   55.7%     0.0%
37  July, 2003........... 17.7%     0.0%     0.0%    0.0%     0.0%     100.0%    86.2%    67.9%   49.3%     0.0%
38  August, 2003......... 13.0%     0.0%     0.0%    0.0%     0.0%     100.0%    80.2%    61.8%   43.2%     0.0%
39  September, 2003......  8.4%     0.0%     0.0%    0.0%     0.0%     100.0%    74.3%    55.9%   37.3%     0.0%
40  October, 2003........  3.9%     0.0%     0.0%    0.0%     0.0%     100.0%    68.5%    50.1%   31.6%     0.0%
41  November, 2003.......  0.0%     0.0%     0.0%    0.0%     0.0%      99.2%    62.9%    44.5%   26.1%     0.0%
42  December, 2003.......  0.0%     0.0%     0.0%    0.0%     0.0%      93.6%    57.4%    39.1%    0.0%     0.0%
43  January, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%      88.3%    52.3%    34.1%    0.0%     0.0%
44  February, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%      83.1%    47.3%    29.2%    0.0%     0.0%
45  March, 2004..........  0.0%     0.0%     0.0%    0.0%     0.0%      78.0%    42.4%    24.5%    0.0%     0.0%
46  April, 2004..........  0.0%     0.0%     0.0%    0.0%     0.0%      72.9%    37.7%     0.0%    0.0%     0.0%
47  May, 2004............  0.0%     0.0%     0.0%    0.0%     0.0%      68.0%    33.1%     0.0%    0.0%     0.0%
48  June, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%      63.1%    28.7%     0.0%    0.0%     0.0%
49  July, 2004...........  0.0%     0.0%     0.0%    0.0%     0.0%      58.3%    24.5%     0.0%    0.0%     0.0%
50  August, 2004.........  0.0%     0.0%     0.0%    0.0%     0.0%      53.7%     0.0%     0.0%    0.0%     0.0%
51  September, 2004......  0.0%     0.0%     0.0%    0.0%     0.0%      49.1%     0.0%     0.0%    0.0%     0.0%
52  October, 2004........  0.0%     0.0%     0.0%    0.0%     0.0%      44.5%     0.0%     0.0%    0.0%     0.0%
53  November, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%      40.1%     0.0%     0.0%    0.0%     0.0%
54  December, 2004.......  0.0%     0.0%     0.0%    0.0%     0.0%      35.8%     0.0%     0.0%    0.0%     0.0%
55  January, 2005........  0.0%     0.0%     0.0%    0.0%     0.0%      31.6%     0.0%     0.0%    0.0%     0.0%
56  February, 2005.......  0.0%     0.0%     0.0%    0.0%     0.0%      27.5%     0.0%     0.0%    0.0%     0.0%
57  March, 2005..........  0.0%     0.0%     0.0%    0.0%     0.0%      23.4%     0.0%     0.0%    0.0%     0.0%
58  April, 2005..........  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
59  May, 2005............  0.0%     0.0%     0.0%    0.0%     0.0%       0.0%     0.0%     0.0%    0.0%     0.0%
Weighted Average
     Life (years)........ 2.57     2.18     2.00    1.86     1.45       4.24     3.64     3.35    3.08     2.37
</TABLE>


(1)  See pages 18 and 19 of these materials for the important  notice  regarding
     calculation  of the weighted  average life and the  assumptions  upon which
     these tables are based.

*    Greater than 0.00% and less than 0.05%
<PAGE>

         Percent of Initial Note Balance at Various ABS Percentages (1)
<TABLE>
<CAPTION>


                                                                 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.    July, 2000.................     100.0%        100.0%       100.0%       100.0%       100.0%
   2.    August, 2000...............     100.0%        100.0%       100.0%       100.0%       100.0%
   3.    September, 2000............     100.0%        100.0%       100.0%       100.0%       100.0%
   4.    October, 2000..............     100.0%        100.0%       100.0%       100.0%       100.0%
   5.    November, 2000.............     100.0%        100.0%       100.0%       100.0%       100.0%
   6.    December, 2000.............     100.0%        100.0%       100.0%       100.0%       100.0%
   7.    January, 2001..............     100.0%        100.0%       100.0%       100.0%       100.0%
   8.    February, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
   9.    March, 2001................     100.0%        100.0%       100.0%       100.0%       100.0%
  10.    April, 2001................     100.0%        100.0%       100.0%       100.0%       100.0%
  11.    May, 2001..................     100.0%        100.0%       100.0%       100.0%       100.0%
  12.    June, 2001.................     100.0%        100.0%       100.0%       100.0%       100.0%
  13.    July, 2001.................     100.0%        100.0%       100.0%       100.0%       100.0%
  14.    August, 2001...............     100.0%        100.0%       100.0%       100.0%       100.0%
  15.    September, 2001............     100.0%        100.0%       100.0%       100.0%       100.0%
  16.    October, 2001..............     100.0%        100.0%       100.0%       100.0%       100.0%
  17.    November, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
  18.    December, 2001.............     100.0%        100.0%       100.0%       100.0%       100.0%
  19.    January, 2002..............     100.0%        100.0%       100.0%       100.0%       100.0%
  20.    February, 2002.............     100.0%        100.0%       100.0%       100.0%       100.0%
  21.    March, 2002................     100.0%        100.0%       100.0%       100.0%       100.0%
  22.    April, 2002................     100.0%        100.0%       100.0%       100.0%       100.0%
  23.    May, 2002..................     100.0%        100.0%       100.0%       100.0%       100.0%
  24.    June, 2002.................     100.0%        100.0%       100.0%       100.0%       100.0%
  25.    July, 2002.................     100.0%        100.0%       100.0%       100.0%       100.0%
  26.    August, 2002...............     100.0%        100.0%       100.0%       100.0%       100.0%
  27.    September, 2002............     100.0%        100.0%       100.0%       100.0%       100.0%
  28.    October, 2002..............     100.0%        100.0%       100.0%       100.0%       100.0%
  29.    November, 2002.............     100.0%        100.0%       100.0%       100.0%       100.0%
  30.    December, 2002.............     100.0%        100.0%       100.0%       100.0%       100.0%
  31.    January, 2003..............     100.0%        100.0%       100.0%       100.0%       100.0%
  32.    February, 2003.............     100.0%        100.0%       100.0%       100.0%         0.0%
  33.    March, 2003................     100.0%        100.0%       100.0%       100.0%         0.0%
  34.    April, 2003................     100.0%        100.0%       100.0%       100.0%         0.0%
  35.    May, 2003..................     100.0%        100.0%       100.0%       100.0%         0.0%
  36.    June, 2003.................     100.0%        100.0%       100.0%       100.0%         0.0%
  37.    July, 2003.................     100.0%        100.0%       100.0%       100.0%         0.0%
  38.    August, 2003...............     100.0%        100.0%       100.0%       100.0%         0.0%
  39.    September, 2003............     100.0%        100.0%       100.0%       100.0%         0.0%
  40.    October, 2003..............     100.0%        100.0%       100.0%       100.0%         0.0%
  41.    November, 2003.............     100.0%        100.0%       100.0%       100.0%         0.0%
  42.    December, 2003.............     100.0%        100.0%       100.0%         0.0%         0.0%
  43.    January, 2004..............     100.0%        100.0%       100.0%         0.0%         0.0%
  44.    February, 2004.............     100.0%        100.0%       100.0%         0.0%         0.0%
  45.    March, 2004................     100.0%        100.0%       100.0%         0.0%         0.0%
  46.    April, 2004................     100.0%        100.0%         0.0%         0.0%         0.0%
  47.    May, 2004..................     100.0%        100.0%         0.0%         0.0%         0.0%
  48.    June, 2004.................     100.0%        100.0%         0.0%         0.0%         0.0%
  49.    July, 2004.................     100.0%        100.0%         0.0%         0.0%         0.0%
  50.    August, 2004...............     100.0%          0.0%         0.0%         0.0%         0.0%
  51.    September, 2004............     100.0%          0.0%         0.0%         0.0%         0.0%
  52.    October, 2004..............     100.0%          0.0%         0.0%         0.0%         0.0%
  53.    November, 2004.............     100.0%          0.0%         0.0%         0.0%         0.0%
  54.    December, 2004.............     100.0%          0.0%         0.0%         0.0%         0.0%
  55.    January, 2005..............     100.0%          0.0%         0.0%         0.0%         0.0%
  56.    February, 2005.............     100.0%          0.0%         0.0%         0.0%         0.0%
  57.    March, 2005................     100.0%          0.0%         0.0%         0.0%         0.0%
  58.    April, 2005................       0.0%          0.0%         0.0%         0.0%         0.0%
  59.    May, 2005..................       0.0%          0.0%         0.0%         0.0%         0.0%
Weighted Average
         Life (years)...............       4.82          4.15         3.82         3.48         2.65
</TABLE>


(1)      See  pages  18 and 19 of  these  materials  for  the  important  notice
         regarding  calculation of the weighted average life and the assumptions
         upon which these tables are based.
<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.


<PAGE>

MBIA Financial Information

         The  consolidated   financial   statements  of  MBIA,  a  wholly  owned
subsidiary  of the  Company,  and its  subsidiaries  as of December 31, 1999 and
December 31, 1998 and for each of the three years in the period  ended  December
31, 1999, 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, 1999, and the consolidated  financial  statements of MBIA and
its  subsidiaries  as of March 31,  2000 and for the three month  periods  ended
March 31, 2000 and March 31, 1999 included in the Quarterly  Report on Form 10-Q
of the Company for the period ended March 31, 2000, 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,                    March 31,
                                    1999                          2000
                                ------------                   -----------
                                  (Audited)                    (Unaudited)
                                             (in millions)

         Admitted Assets           $7,045                        $7,188
         Liabilities                4,632                         4,770
         Capital and Surplus        2,413                         2,418

                                                 GAAP
                                ------------------------------------------
                                December 31,                    March 31,
                                    1999                          2000
                                ------------                   -----------
                                  (Audited)                    (Unaudited)
                                             (in millions)

         Assets                    $7,446                        $7,675
         Liabilities                3,218                         3,315
         Shareholder's Equity       4,228                         4,360

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 1999 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.


<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
UAFCC.......................................................................   6




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission