<PAGE> 1
Filed Pursuant To Rule 424 b(5)
Registration No. 333-80109
KEYCORP LOGO
PROSPECTUS SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED
SEPTEMBER 30, 1999 AND PROSPECTUS DATED SEPTEMBER 20, 1999
$94,350,000
KEYCORP STUDENT LOAN TRUST 1999-B
KEY BANK USA, NATIONAL ASSOCIATION
Seller and Master Servicer
$30,000,000 FLOATING RATE ASSET-BACKED CLASS M NOTES
$64,350,000 FLOATING RATE ASSET-BACKED CERTIFICATES
------------------------
SECURITIES OFFERED
- class M notes and certificates listed in the table below
ASSETS
- student loans
- certain student loans guaranteed by federal or private guarantors
CREDIT ENHANCEMENT
- class M notes
- subordination of certificates
- reserve account
- certificates
- reserve account
You should carefully consider the risk factors beginning on page S-10 of the
prospectus supplement dated September 30, 1999 and page 6 of the prospectus.
The securities are obligations only of the trust and are payable solely from the
student loans and other assets of the trust. The initial principal balance of
the student loans will be less than the initial principal balance of the
securities. The securities are not guaranteed by any person. The securities are
not bank deposits.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus supplement and prospectus to which it
relates is truthful or complete. Any representation to the contrary is a
criminal offense.
<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL FINAL MATURITY
AMOUNT INTEREST RATE (PER ANNUM) (1) DATE
------------------ ----------------------------- --------------
<S> <C> <C> <C>
Class M Notes....................... $30,000,000 three month LIBOR plus 0.51% August 2029
Certificates........................ $64,350,000 three month LIBOR plus 0.72% November 2036
Total............................... $94,350,000
</TABLE>
- ---------------
(1) Subject to an interest rate cap.
This prospectus supplement may also be used by the underwriters in connection
with offers and sales relating to market making transactions in the class M
notes and the certificates. Such sales will be made at prices relating to
prevailing market prices at the time of sale.
CREDIT SUISSE FIRST BOSTON MCDONALD INVESTMENTS
A KEYCORP COMPANY
Prospectus Supplement dated March 17, 2000
<PAGE> 2
YOU SHOULD RELY ON INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES.
THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS
DOCUMENT.
We provide information to you about the securities in three
separate documents that progressively provide more detail: (1) the
accompanying prospectus, which provides general information, some of which
may not apply to your securities, (2) the prospectus supplement dated
September 30, 1999, which describes the specific terms of your securities,
and (3) this prospectus supplement, which further describes the specific
terms of your securities and updates the prospectus supplement dated
September 30, 1999.
UNTIL JUNE 22, 2000 ALL DEALERS THAT EFFECT TRANSACTIONS IN
THE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS AND PROSPECTUS SUPPLEMENT. THIS
REQUIREMENT IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS AND PROSPECTUS SUPPLEMENT WHEN ACTING AS UNDERWRITERS WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
We are not offering the securities in any state where the offer is
not permitted. We do not claim the accuracy of the information in this
prospectus supplement and the accompanying prospectus supplement and
prospectus as of any date other than the dates stated on their respective
covers.
<PAGE> 3
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT DATED MARCH 21, 2000
Summary of Terms ........................................................... S-2
Formation of the Trust ..................................................... S-5
The Master Servicer and the Sub-Servicers .................................. S-6
The Financed Student Loan Pool ............................................. S-7
Description of the Securities ............................................. S-29
Description of the Transfer And Servicing
Agreements ....................................................... S-32
Underwriting .............................................................. S-35
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 30, 1999
Summary of Terms ........................................................... S-3
Risk Factors .............................................................. S-10
Formation of the Trust .................................................... S-20
Use of Proceeds ........................................................... S-22
The Master Servicer and the Sub-Servicers ................................. S-23
The Financed Student Loan Pool ............................................ S-25
Description of the Securities ............................................. S-66
Description of the Transfer and Servicing
Agreements ........................................................... S-76
Income Tax Consequences .................................................. S-100
ERISA Considerations ..................................................... S-100
Underwriting ............................................................. S-102
Experts .................................................................. S-104
Legal Matters ............................................................ S-104
Index of Principal Terms ................................................. S-105
Appendix I Report of Independent Auditors .................................. A-1
PROSPECTUS
RISK FACTORS ................................................................. 6
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE ................................................... 13
FORMATION OF THE TRUSTS ..................................................... 13
USE OF PROCEEDS ............................................................. 15
THE SELLER, THE ADMINISTRATOR, THE
MASTER SERVICER AND THE
SUB-SERVICERS .......................................................... 15
THE STUDENT LOAN POOLS ...................................................... 18
THE STUDENT LOAN FINANCING
BUSINESS ............................................................... 19
WEIGHTED AVERAGE LIVES OF THE
SECURITIES ............................................................. 47
POOL FACTORS AND TRADING
INFORMATION ............................................................ 50
DESCRIPTION OF THE NOTES .................................................... 50
DESCRIPTION OF THE CERTIFICATES ............................................. 59
CERTAIN INFORMATION REGARDING
THE SECURITIES.......................................................... 60
DESCRIPTION OF THE TRANSFER AND
SERVICING AGREEMENTS ................................................... 68
CERTAIN LEGAL ASPECTS OF THE
STUDENT LOANS .......................................................... 87
INCOME TAX CONSEQUENCES ..................................................... 94
FEDERAL TAX CONSEQUENCES FOR
TRUSTS FOR WHICH A PARTNERSHIP
ELECTION IS MADE ....................................................... 95
FEDERAL TAX CONSEQUENCES FOR
TRUSTS IN WHICH ALL
CERTIFICATES ARE RETAINED BY
THE SELLER ............................................................ 105
PENNSYLVANIA STATE TAX
CONSEQUENCES .......................................................... 105
ERISA CONSIDERATIONS ....................................................... 106
PLAN OF DISTRIBUTION ....................................................... 109
LEGAL MATTERS .............................................................. 110
INDEX OF PRINCIPAL TERMS ................................................... 111
S-1
<PAGE> 4
SUMMARY OF TERMS
This summary highlights selected information from this prospectus
supplement and does not contain all of the information that you need to consider
in making your investment decision. To understand all of the terms of the
offering of the securities, we recommend that you carefully read this entire
prospectus supplement and the accompanying prospectus supplement and prospectus.
DESCRIPTION OF THE SECURITIES
The class M notes were originally issued with an interest rate of three month
LIBOR plus 0.70% and the certificates were originally issued with an interest
rate of three month LIBOR plus 0.90%. The class M notes and $64,350,000 of the
certificates were originally purchased by KeyBank National Association. The
class M notes are now being remarketed with an interest rate of three month
LIBOR plus 0.51% and $64,350,000 of the certificates are now being remarketed
with an interest rate of three month LIBOR plus 0.72%. A class M interest-only
strip and a certificate interest-only strip were created and will be retained by
KeyBank National Association.
PRIORITY OF PAYMENTS
On each distribution date, the indenture trustee will make the following
distributions and deposits to the extent of available funds in the order
indicated:
1. to the master servicer, certain fees;
2. to the administrator, certain fees;
3. to the holders of the class A-1 and class A-2 notes, interest on a pro rata
basis, subject to the maximum rate;
4. pro rata to the holders of the class M notes and the holder of the class M
strip, interest, subject to the maximum rate;
5. pro rata to the holders of the certificates and the holder of the
certificate strip, interest, subject to the maximum rate;
6. to the reserve account, an amount, if any, necessary to reinstate the
balance of the reserve account to a specified amount;
7. to the holders of the notes, principal as follows:
(a) first to the class A-1 notes until paid in full; and then
(b) to the class A-2 notes until paid in full;
8. following the date on which the class A-2 notes have been paid in full, to
the holders of the class M notes, principal until paid in full;
9. following the date on which the notes have been paid in full, to the holders
of the certificates, principal;
10. to the holders of the class A-1 and class A-2 notes, interest due in excess
of the maximum rate, if any, on a pro rata basis, to the extent not paid by
the cap provider;
11. pro rata to the holders of the class M notes and the holder of the class M
strip, interest due in excess of the maximum rate, if any, to the extent not
paid by the cap provider;
12. pro rata to the holders of the certificates and the holder of the
certificate strip, interest due in excess of the maximum rate, if any, to
the extent not paid by the cap provider;
S-2
<PAGE> 5
13. to the cap provider, an amount sufficient to reimburse the cap provider for
previous payments under the interest rate cap; and
14. to the seller, any remaining amounts.
If the interest rate on any class of securities for any interest period is
capped at the maximum rate, the cap provider will be obligated to pay until the
termination of the cap agreement the difference between interest that would have
been due without giving effect to the maximum rate and interest due at the
maximum rate.
TRUST PROPERTY
THE STUDENT LOANS
The student loans consist of certain graduate and undergraduate student loans.
The student loans originally consisted primarily of four separate pools--initial
pool 1, initial pool 2, subsequent pool 1 and subsequent pool 2. The initial
pool student loans were sold to the trust on the closing date and the subsequent
pool student loans were sold to the trust on November 3, 1999. The initial pool
student loans and the subsequent pool student loans, together with other
subsequent student loans sold to the trust since the closing date, now form a
single pool of student loans.
THE POOL
The pool of student loans have the characteristics set forth below as of
December 31, 1999. Unless otherwise specified, percentages are of the pool
principal balance (including certain interest accrued to be capitalized).
Aggregate Characteristics
- Aggregate principal
amount:.........................$911,747,140.06
- Weighted average annual percentage
rate:.....................................7.75%
- Weighted average original
term:...............................217.68 mths
- Weighted average remaining
term: ..............................187.97 mths
Guarantees
- Percent reinsured by the
Department of Education..................52.68%
- Percent not reinsured by the
Department of Education..................47.32%
- Percent guaranteed by federal
guarantors...............................52.68%
- Percent guaranteed by the
Pennsylvania Higher
Education Assistance
Agency..............................19.03%
- Percent guaranteed by
American Student
Assistance..........................16.42%
- Percent guaranteed by
Nebraska Student Loan
Program.............................13.55%
- Percent guaranteed by
California Student Aid
Commission...........................3.14%
- Percent guaranteed by
United Student Aid Funds,
Inc..................................0.36%
- Percent guaranteed by New
York State Higher
Education Services
Corporation..........................0.08%
- Percent guaranteed by
Educational Credit
Management Corporation...............0.06%
- Percent guaranteed by
Great Lakes Higher
Education Guaranty
Corporation..........................0.04%
S-3
<PAGE> 6
- Percent guaranteed by private
guarantors...............................26.43%
- Percent guaranteed by The
Educational Resources
Institute, Inc......................22.63%
- Percent guaranteed by
HEMAR Insurance
Corporation..........................3.80%
- Percent not guaranteed by any party
or reinsured by the Department of
Education................................20.89%
PRE-FUNDING ACCOUNT
On November 3, 1999, the trust used $176,735,575 of the money on deposit in the
pre-funding account to purchase subsequent pool 1 student loans and subsequent
pool 2 student loans. Prior to December 31, 1999, the trust used $6,236,922 of
the money on deposit in the pre-funding account to purchase other subsequent
student loans. As of December 31, 1999, $52,230,028 remains in the pre-funding
account. The trust expects to use that amount on or prior to October 31, 2001,
to purchase consolidation loans and serial loans, to pay capitalized interest on
the pool of student loans and to pay advances for certain fees related to the
student loans.
ADDITIONAL INFORMATION
For additional information regarding the activities of the trust through January
31, 2000, we refer you to the Servicer Report attached as Annex A.
S-4
<PAGE> 7
FORMATION OF THE TRUST
The "FORMATION OF THE TRUST" section in the Prospectus Supplement dated
September 30, 1999 is modified to the extent set forth below:
The third paragraph of the subsection labeled "--THE TRUST" on pages
S-20 and S-21 is modified to read as follows:
The Trust was initially capitalized with equity of approximately
$65,000,000, excluding amounts deposited in the Reserve Account in the name of
the Indenture Trustee by the Seller on the Closing Date, the initial principal
balance of the Floating Rate Asset Backed Certificates (the "Certificates").
Certificates with an original principal balance of $650,000 were sold to the
Seller and the remaining Certificates were sold to KeyBank National Association
and are being remarketed by this prospectus supplement. The equity of the Trust,
together with the proceeds from the sale of the Notes, was used by the Eligible
Lender Trustee to purchase on behalf of the Trust the Financed Student Loans
from the Seller pursuant to the Sale and Servicing Agreement dated as of
September 1, 1999 among the Trust, the Seller, the Administrator, the Master
Servicer and the Eligible Lender Trustee (the "Sale and Servicing Agreement")
and to fund an account to be maintained by the Indenture Trustee (the
"Pre-Funding Account"). As of December 31, 1999, approximately $52,230,028
remains in the Pre-Funding Account.
The second paragraph of the subsection labeled "--ELIGIBLE LENDER
TRUSTEE" on page S-22 is modified to read as follows:
The Eligible Lender Trustee will acquire on behalf of the Trust legal
title to all the Financed Student Loans acquired from time to time pursuant to
the Sale and Servicing Agreement. The Eligible Lender Trustee on behalf of the
Trust will enter into a guarantee agreement or comparable arrangement with each
of the Guarantors with respect to the Financed Student Loans that are guaranteed
or insured (each a "Guarantee Agreement" and collectively, the "Guarantee
Agreements"). The Eligible Lender Trustee qualifies as an eligible lender and
owner of all Student Loans that are reinsured by the Department (the "Federal
Loans") and all student loans that are not reinsured by the Department, whether
or not guaranteed by a private guarantor (the "Private Loans") for all purposes
under the Higher Education Act of 1965 (the "Higher Education Act") and the
Guarantee Agreements. Failure of the Financed Federal Loans to be owned by an
eligible lender would result in the loss of any Guarantee Payments (as defined
in the Prospectus) from any of California Student Aid Commission ("CSAC"), New
York State Higher Education Services Corporation ("HESC"), United Student Aid
Funds, Inc. ("USAF"), Pennsylvania Higher Education Assistance Agency ("PHEAA"),
American Student Assistance ("ASA"), Nebraska Student Loan Program ("NSLP"),
Great Lakes Higher Education Guaranty Corporation ("GLHEC"), or Educational
Credit Management Corporation ("ECMC") (collectively, the "Federal Guarantors")
and any Federal Assistance (as defined in the Prospectus) with respect to such
Financed Federal Loans. See "The Financed Student Loan Pool--Insurance of
Student Loans; Guarantors of Student Loans" herein.
S-5
<PAGE> 8
THE MASTER SERVICER AND THE SUB-SERVICERS
The "THE MASTER SERVICER AND THE SUB-SERVICERS" section in the
Prospectus Supplement dated September 30, 1999 is modified to the extent set
forth below:
The following paragraph is added after the existing paragraph on page
S-23 under the subsection labeled "--KEY BANK USA, NATIONAL ASSOCIATION":
As of December 31, 1999, KBUSA had total assets of approximately
$5.892 billion, total liabilities of approximately $4.750 billion and
approximately $1.142 billion in stockholder's equity. The principal executive
offices of KBUSA are located at Key Tower, 127 Public Square, Cleveland, Ohio
44114 and its telephone number is (216) 689-6300.
The subsections labeled "--PHEAA" and "--GREAT LAKES" on pages S-23 and
S-24 are modified to read as follows:
PHEAA
PHEAA is a body corporate and politic constituting a public corporation
and government instrumentality created pursuant to an act of the Pennsylvania
Legislature. Under its enabling legislation, PHEAA is authorized to issue bonds
or notes, with the approval of the Governor of the Commonwealth of Pennsylvania
for the purpose of purchasing, making or guaranteeing loans. Its enabling
legislation also authorizes PHEAA to undertake the origination and servicing of
loans made by PHEAA and others. PHEAA's headquarters are located in Harrisburg,
Pennsylvania with regional offices located throughout Pennsylvania and
additional offices located in California, Delaware and West Virginia. As of
December 31, 1999 it had approximately 2,300 employees.
PHEAA has been guaranteeing student loans since 1964 and has guaranteed
a total of approximately $21.3 billion principal amount of Stafford Loans (as
defined in the Prospectus) and approximately $2.3 billion principal amount of
Parent Loans for Undergraduate Students ("PLUS Loans") and SLS Loans (as defined
in the Prospectus) under the Higher Education Act. In addition to guaranteeing
loans under the Higher Education Act, PHEAA also operates certain guarantee
programs for which it receives no federal reinsurance. PHEAA has outstanding
guarantee obligations of such loans in the amount of approximately $15.3 million
as of December 31, 1999.
Pursuant to a Sub-Servicing Agreement with the Master Servicer, PHEAA
has agreed to service, and perform all other related tasks with respect to,
certain of the Financed Student Loans. PHEAA is required to perform all services
and duties customary to the servicing of such Financed Student Loans in
compliance with all applicable standards and procedures. See "Description of the
Transfer and Servicing Agreements--Servicing Procedures."
The above information relating to PHEAA has been obtained from PHEAA
and neither KBUSA nor the Underwriters have conducted any independent
verification of such information. PHEAA has agreed that it will provide a copy
of its most recent audited financial statements to holders of Notes and
S-6
<PAGE> 9
Certificates (collectively, "Securityholders") upon receipt of a written request
directed to Mr. Tim Guenther, Chief Financial Officer, Financial Management,
1200 North Seventh Street, Harrisburg, Pennsylvania 17102.
GREAT LAKES
As of December 31, 1999, Great Lakes Educational Loan Services, Inc.
("Great Lakes") and its affiliates serviced 937,000 student and parental
accounts with an outstanding balance of $7.1 billion for 1,200 lenders
nationwide.
Pursuant to a Sub-Servicing Agreement with the Master Servicer, Great
Lakes has agreed to service, and perform all other related tasks with respect
to, certain of the Financed Student Loans. Great Lakes is required to perform
all services and duties customary to the servicing of such Financed Student
Loans in compliance with all applicable standards and procedures. See
"Description of the Transfer and Servicing Agreements--Servicing Procedures."
The above information relating to Great Lakes has been obtained from
Great Lakes and neither KBUSA nor the Underwriters have conducted any
independent verification of such information. Great Lakes has agreed that it
will provide a copy of its most recent audited financial statements on receipt
of a written request directed to 2401 International Lane, Madison, Wisconsin
53704, Attention: Vice President and Chief Financial Officer.
THE FINANCED STUDENT LOAN POOL
The following paragraphs are added after page S-49 to the section
labeled "THE FINANCED STUDENT LOAN POOL" in the Prospectus Supplement dated
September 30, 1999:
THE FINANCED STUDENT LOANS
On the Closing Date, the Trust used $742,794,276 to purchase the
Initial Financed Student Loans from the Seller. In addition, the Trust made
deposits into certain accounts created by the Indenture, including a deposit to
the Pre-Funding Account of $235,202,525. On November 3, 1999, the Trust used
$176,735,575 of the money on deposit in the Pre-Funding Account to purchase the
Subsequent Pool Student Loans from the Seller. Prior to December 31, 1999, the
Trust used $6,236,922 of the money on deposit in the Pre-Funding Account to
purchase Other Subsequent Student Loans. All of the Student Loans purchased by
the Trust on or before December 31, 1999 are included in the pool described
below.
Set forth below in the following tables is a description of certain
additional characteristics of the Financed Student Loans as of December 31,
1999. Unless otherwise specified, percentages are of the pool principal balances
(including certain interest accrued to be capitalized). For additional
information regarding the activities of the Trust through January 31, 2000, we
refer you to the Servicer Report attached as Annex A.
S-7
<PAGE> 10
COMPOSITION OF POOL AS OF DECEMBER 31, 1999
KEYCORP STUDENT LOAN TRUST 1999-B
---------------------------------
Aggregate Outstanding Balance(1) $911,747,140.06
Number of Borrowers 39,050
Average Outstanding Balance Per Borrower $23,348.20
Number of Loans 105,688
Average Outstanding Balance Per Loan $8,626.78
Weighted Average Remaining Term to Maturity(2) 187.97 months
Weighted Average Annual Borrower Interest Rate(3) 7.75%
(1) Includes net principal balance due from borrowers, plus accrued interest
thereon to be capitalized upon commencement of repayment.
(2) Determined from December 31, 1999 to the stated maturity date of the
applicable Financed Student Loan, assuming repayment commences promptly upon
expiration of the typical grace period following the expected graduation
date and without giving effect to any Deferral Periods or Forbearance
Periods that may be granted in the future. See "The Student Loan Financing
Business" in the Prospectus.
(3) Determined using the borrower interest rates exclusive of Special Allowance
Payments applicable to the Financed Student Loans as of December 31, 1999.
However, because all the Financed Student Loans effectively bear interest at
a variable rate per annum, there can be no assurance that the foregoing rate
will remain applicable to the Financed Student Loans at any time after
December 31, 1999. See "The Student Loan Financing Business" in the
Prospectus. The weighted average spread, with respect to the Financed
Student Loans, including Special Allowance Payments, to the 91-day Treasury
Bill Rate or 52-week Treasury Bill Rate, as applicable, was 3.02% as of
December 31, 1999 and would have been 3.05% if all of the Financed Student
Loans were in repayment as of December 31, 1999.
S-8
<PAGE> 11
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY LOAN TYPE AS OF DECEMBER 31, 1999
AGGREGATE
OUTSTANDING PERCENT OF
NUMBER OF PRINCIPAL POOL
LOAN TYPE LOANS BALANCE (1) BALANCE
-------------------------------------------- ----------------- ------------------- --------------
<S> <C> <C> <C>
Stafford Subsidized Loans 26,057 $183,204,178.21 20.09%
Stafford Unsubsidized Loans 23,426 218,303,127.91 23.94
Federal Consolidation Loans 2,843 78,793,877.99 8.64
SLS Loans 3 40,934.36 0.00
ADEAL Loans 5,785 58,156,050.12 6.38
Bar Examination Loans 2,416 16,031,624.46 1.76
Business Loans 578 5,957,142.30 0.65
Private Consolidation Loans 556 17,093,148.57 1.87
Dental Loans 354 5,503,528.98 0.60
Graduate Loans 2,161 19,228,266.84 2.11
Law Loans 15,808 150,045,255.86 16.46
Medical Loans 2,369 32,928,480.09 3.61
Residency Loans 3,261 27,075,029.98 2.97
Key Alternative Loans 20,071 99,386,494.39 10.90
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Includes net principal balance due from borrowers, plus accrued interest
thereon to be capitalized upon commencement of repayment, estimated to be
$41,054,768.55 as of December 31, 1999.
S-9
<PAGE> 12
DISTRIBUTION OF POOL BY BORROWER INTEREST RATE AS OF DECEMBER 31, 1999
AGGREGATE
OUTSTANDING
NUMBER OF PRINCIPAL PERCENT OF
INTEREST RATE LOANS BALANCE (2) POOL BALANCE
------------------- ----------- ----------------- --------------
Less than 7.50%(1) 24,298 $218,919,155.16 24.01%
7.50% to 7.99% 41,065 369,139,325.30 40.49
8.00% to 8.49% 27,108 259,868,772.62 28.50
8.50% to 8.99% 13,207 63,436,241.88 6.96
9.00% and above 10 383,645.10 0.04
Total 105,688 $911,747,140.06 100.00%
(1) Determined using the interest rates applicable to the Financed Student
Loans as of December 31, 1999. However, because all the Financed
Student Loans effectively bear interest at a variable rate per annum,
there can be no assurance that the foregoing information will remain
applicable to the Financed Student Loans at any time after December 31,
1999. See "The Student Loan Financing Business" in the Prospectus.
(2) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $ 41,054,768.55 as of December 31, 1999.
S-10
<PAGE> 13
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY OUTSTANDING PRINCIPAL BALANCE AS OF DECEMBER 31, 1999
PERCENT OF
OUTSTANDING PRINCIPAL NUMBER OF LOANS AGGREGATE OUTSTANDING POOL
BALANCE (1) PRINCIPAL BALANCE (2) BALANCE
-------------------------- ------------------ ------------------------ ----------
<S> <C> <C> <C>
Less than $1,000.00 7,145 $1,011,244.20 0.11%
$1,000 to $1,999.99 4,409 6,538,660.05 0.72
$2,000 to $2,999.99 5,506 13,763,994.48 1.51
$3,000 to $3,999.99 5,573 19,463,178.99 2.13
$4,000 to $4,999.99 5,756 25,787,207.56 2.83
$5,000 to $5,999.99 6,539 35,975,716.67 3.95
$6,000 to $6,999.99 5,389 34,923,352.49 3.83
$7,000 to $7,999.99 6,033 45,633,624.29 5.01
$8,000 to $8,999.99 23,092 195,865,113.27 21.48
$9,000 to $9,999.99 6,349 60,094,543.73 6.59
$10,000 to $10,999.99 6,536 69,230,208.15 7.59
$11,000 to $11,999.99 6,124 70,396,410.15 7.72
$12,000 to $12,999.99 4,886 60,509,630.95 6.64
$13,000 to $13,999.99 1,947 26,095,704.33 2.86
$14,000 to $14,999.99 1,125 16,246,951.22 1.78
$15,000 to $15,999.99 826 12,769,784.81 1.40
$16,000 to $16,999.99 823 13,556,616.77 1.49
$17,000 to $17,999.99 764 13,377,332.11 1.47
$18,000 to $18,999.99 716 13,279,786.26 1.46
$19,000 to $19,999.99 650 12,665,571.86 1.39
$20,000 to $20,999.99 590 12,098,010.18 1.33
$21,000 to $21,999.99 500 10,753,417.76 1.18
$22,000 to $22,999.99 363 8,172,955.79 0.90
$23,000 to $23,999.99 339 7,945,713.42 0.87
$24,000 to $24,999.99 297 7,280,017.36 0.80
$25,000 to $25,999.99 485 12,354,821.94 1.36
$26,000 to $26,999.99 241 6,383,465.16 0.70
$27,000 to $27,999.99 229 6,301,508.57 0.69
$28,000 to $28,999.99 223 6,338,984.38 0.70
$29,000 to $29,999.99 170 5,012,687.98 0.55
$30,000 and above 2,063 81,920,925.18 8.99
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Borrowers generally have more than one outstanding loan. The average
aggregate outstanding principal balance of loans per borrower is
$23,348.20, with respect to the Financed Student Loans, as of December
31, 1999.
(2) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
S-11
<PAGE> 14
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY REMAINING TERM TO SCHEDULED MATURITY AS
OF DECEMBER 31, 1999
MONTHS TO AGGREGATE PERCENT OF
SCHEDULED NUMBER OF OUTSTANDING POOL
MATURITY LOANS PRINCIPAL BALANCE(2) BALANCE
------------------ ----------------- ------------------------ ------------
<S> <C> <C> <C>
24 and below(1) 4,786 $ 103,177.76 0.01%
25 to 48 251 523,994.30 0.06
49 to 60 179 650,540.64 0.07
61 to 72 206 682,959.13 0.07
73 to 84 597 2,361,519.71 0.26
85 to 96 3,216 15,679,753.48 1.72
97 to 108 7,012 38,875,198.93 4.26
109 to 120 35,161 282,391,405.82 30.97
121 to 180 19,608 164,966,680.00 18.09
181 to 240 4,691 50,205,526.18 5.51
241 and above 29,981 355,306,384.11 38.97
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Determined from December 31, 1999 to the stated maturity date of the
applicable Financed Student Loan, assuming repayment commences promptly
upon expiration of the typical grace period following the expected
graduation date and without giving effect to any deferral or
forbearance periods that may be granted in the future. See "The Student
Loan Financing Business" in the Prospectus.
(2) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
S-12
<PAGE> 15
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY BORROWER PAYMENT STATUS AS OF DECEMBER 31, 1999
AGGREGATE PERCENT OF
NUMBER OF OUTSTANDING POOL
PAYMENT STATUS LOANS PRINCIPAL BALANCE (2) BALANCE
----------------------------- ------------ ------------------------ ----------
<S> <C> <C> <C>
In School(1) 4,758 $ 37,731,216.95 4.14%
Grace 23,475 216,781,220.31 23.78
Deferral 10,647 111,562,271.86 12.24
Forbearance 10,772 102,194,253.04 11.21
Repayment
First year in repayment 40,123 345,377,700.54 37.88
Second year in repayment 9,773 62,797,154.39 6.89
More than two years
in repayment 6,140 35,303,322.97 3.87
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Refers to the status of the borrower of each Financed Student Loan as
of December 31, 1999: such borrower may still be attending an
undergraduate institution or a graduate school ("In-School"), may be in
a grace period prior to repayment commencing ("Grace"), may be repaying
such loan ("Repayment") or may have temporarily ceased repaying such
loan through a deferral ("Deferral") or a forbearance ("Forbearance")
period. See "The Student Loan Financing Business" in the Prospectus.
(2) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
S-13
<PAGE> 16
POOL SCHEDULED WEIGHTED AVERAGE MONTHS REMAINING IN STATUS
BY CURRENT BORROWER PAYMENT STATUS AS OF
DECEMBER 31, 1999(1)
PAYMENT STATUS IN-SCHOOL GRACE DEFERRAL FORBEARANCE REPAYMENT
- ----------------- ------------ --------- ---------- -------------- -------------
In-School 14.54 6.95 -- -- 149.40
Grace -- 5.14 -- -- 239.29
Deferral -- -- 11.14 -- 192.04
Forbearance -- -- -- 5.91 158.27
Repayment -- -- -- -- 163.47
Total 14.54 5.41 11.14 5.91 183.83
(1) Determined without giving effect to any Deferral Periods or Forbearance
Periods that may be granted in the future.
S-14
<PAGE> 17
<TABLE>
<CAPTION>
POOL GEOGRAPHIC DISTRIBUTION OF STATES REPRESENTING MORE THAN 4%
OF THE AGGREGATE POOL BALANCE AS OF DECEMBER 31, 1999 (1)
AGGREGATE
NUMBER OUTSTANDING PERCENT OF POOL
OF LOANS PRINCIPAL BALANCE(2) BALANCE
---------- --------------------- ---------------
<S> <C> <C> <C>
New York 20,068 $173,126,631.72 18.99%
California 13,563 121,773,129.80 13.36
Massachusetts 5,198 45,820,482.03 5.03
Florida 4,551 43,204,509.37 4.74
New Jersey 4,494 42,564,012.16 4.67
Ohio 5,803 42,015,738.93 4.61
Pennsylvania 4,593 39,910,257.65 4.38
Illinois 4,136 39,547,073.42 4.34
Virginia 4,123 37,202,383.02 4.08
All Other States (3) 39,159 326,582,921.96 35.80
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Based on the permanent billing addresses of the borrowers of the Financed
Student Loans shown on the Master Servicer's or a Sub-Servicer's records as
of December 31, 1999.
(2) Includes net principal balance due from borrowers, plus accrued interest
thereon of $41,054,768.55 as of December 31, 1999 to be capitalized upon
commencement of repayment.
(3) Includes all other states, none of which exceeds 4% of the Pool Balance.
S-15
<PAGE> 18
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY LOAN REPAYMENT TERM AS OF DECEMBER 31, 1999
AGGREGATE
OUTSTANDING
LOAN NUMBER PRINCIPAL PERCENT OF
REPAYMENT TERMS OF LOANS BALANCE(1) POOL BALANCE
---------------------- ------------ ------------------ ------------
<S> <C> <C> <C>
Level Payment 61,541 $458,379,083.22 50.27%
Income Sensitive 6 59,706.01 0.01
Interest Only(2) 0 0.00 0.00
Graduated Payment(3) 5,634 77,012,449.37 8.45
Other(4) 38,507 376,295,901.46 41.27
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
(2) Student Loans with interest only repayment terms require borrowers to
make payments of interest only for the first two years after entering
repayment and thereafter to make level payments (made up of both
principal and interest) which will amortize the then outstanding
principal balance of the loan over the then remaining term.
(3) Student Loans with graduated repayment terms require borrowers to make
payments of interest only for the first two years after entering
repayment which increase over the next three years to a level payment
amount which will amortize the then outstanding principal balance of
the loan over the then remaining term.
(4) Loan not yet in repayment status, but to enter repayment status upon
receipt of a repayment schedule.
S-16
<PAGE> 19
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY DATE OF DISBURSEMENT AS OF DECEMBER 31, 1999
AGGREGATE
OUTSTANDING PERCENT OF
NUMBER OF PRINCIPAL POOL
DATE OF DISBURSEMENT(1) LOANS BALANCE(2) BALANCE
---------------------------------------- -------------- ------------------ ------------
<S> <C> <C> <C>
Pre October 1, 1993 744 $ 4,830,789.58 0.53%
October 1, 1993 to September 30, 1998 92,369 750,304,950.03 82.29
October 1, 1998 to Present 12,575 156,611,400.45 17.18
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Federal Loans disbursed prior to October 1, 1993 are 100% guaranteed by
the applicable Federal Guarantor, and reinsured against default by the
Department up to 100% of the Guarantee Payments. Federal Loans
disbursed on or after October 1, 1993 (but before October 1, 1998) are
98% guaranteed by the applicable Federal Guarantor, and reinsured
against default by the Department up to a maximum of 98% of the
Guarantor Payments. Federal Loans first disbursed on or after October
1, 1998 are 98% guaranteed by the applicable Federal Guarantor, and
reinsured against default by the Department up to 95% of the Guarantee
Payments. See "The Student Loan Financing Business--Description of
Federal Loans Under the Programs" and "--Insurance of Student Loans;
Guarantors of Student Loans" in the Prospectus.
(2) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
S-17
<PAGE> 20
<TABLE>
<CAPTION>
DISTRIBUTION OF POOL BY
NUMBER OF DAYS OF DELINQUENCY AS OF DECEMBER 31, 1999
AGGREGATE
NUMBER OF OUTSTANDING PRINCIPAL PERCENT OF
DAYS DELINQUENT LOANS BALANCE (1) POOL BALANCE
------------------ ------------ ---------------------- ------------
<S> <C> <C> <C>
Current 103,116 $886,083,630.21 97.19%
31-60 1,715 17,076,619.86 1.87
61-90 289 2,961,227.02 0.32
91 or more 568 5,625,662.97 0.62
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55, as of December 31, 1999.
S-18
<PAGE> 21
The subsection labeled "--INSURANCE OF STUDENT LOANS; GUARANTORS OF
STUDENT LOANS" on pages S-52 and S-53 is modified to read as follows:
INSURANCE OF STUDENT LOANS; GUARANTORS OF STUDENT LOANS
Each Financed Federal Loan will be required to be guaranteed by one of
the Federal Guarantors and reinsured by the Department under the Higher
Education Act and must be eligible for Special Allowance Payments (as defined in
the Prospectus) and, with respect to each Financed Federal Loan that is a
Stafford Loan (excluding any Unsubsidized Stafford Loan (as defined in the
Prospectus), each an Unsubsidized Stafford Loan ) or Consolidation Loan where
none of the Underlying Federal Loans were Unsubsidized Stafford Loans, must be
eligible for Interest Subsidy Payments (as defined in the Prospectus) paid by
the Department. As of December 31, 1999, approximately 52.68% (by aggregate
principal balance) of the Financed Student Loans are Financed Federal Loans. As
of December 31, 1999, approximately 26.43% (by aggregate principal balance) of
the Financed Student Loans are Guaranteed Private Loans that are required to be
guaranteed or insured as to principal and interest by The Educational Resources
Institute, Inc. ("TERI") or HEMAR Insurance Corporation of America ("HICA" and
together with TERI, the "Private Guarantors"). As of December 31, 1999,
approximately 20.89% (by aggregate principal balance) of the Financed Student
Loans are Non-Guaranteed Private Loans.
The following table provides information with respect to the portion of
the Financed Student Loans guaranteed by each Guarantor:
DISTRIBUTION BY GUARANTORS AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
AGGREGATE OUTSTANDING PERCENT OF POOL
NUMBER OF LOANS PRINCIPAL BALANCE (1) BALANCE
----------------------- --------------------------- ------------------
<S> <C> <C> <C>
ASA 16,015 $149,698,406.62 16.42%
CSAC 3,577 28,604,591.26 3.14
ECMC 78 504,902.27 0.06
GLHEC 89 350,538.13 0.04
HICA 3,159 34,638,292.35 3.80
NSLP 14,422 123,549,862.54 13.55
NYSHESC 92 766,574.85 0.08
PHEAA 17,531 173,542,556.62 19.03
TERI 20,915 206,351,184.91 22.63
USAF 525 3,324,686.18 0.36
NON-GUARANTEED 29,285 190,415,544.33 20.89
Total 105,688 $911,747,140.06 100.00%
</TABLE>
(1) Includes net principal balance due from borrowers, plus accrued
interest thereon to be capitalized upon commencement of repayment,
estimated to be $41,054,768.55 as of December 31, 1999.
S-19
<PAGE> 22
The second paragraph of the subsection labeled "--INSURANCE OF STUDENT
LOANS; GUARANTORS OF STUDENT LOANS--GUARANTORS FOR THE FINANCED FEDERAL LOANS"
on page S-54 is modified to read as follows:
The Eligible Lender Trustee has entered into a Guarantee Agreement with
each of PHEAA, ASA, NSLP, CSAC, USAF, HESC, ECMC and GLHEC by which each such
Federal Guarantor has agreed to serve as Guarantor for certain Financed Federal
Loans. PHEAA is the designated Student Loan guarantor for Pennsylvania, West
Virginia and Delaware, and has established an operating center in Harrisburg,
Pennsylvania. For more information concerning PHEAA, see "The Master Servicer
and the Sub-Servicers--PHEAA" herein. ASA is the designated Student Loan
guarantor for Massachusetts and the District of Columbia and has established an
operating center in Boston, Massachusetts. NSLP is the designated Student Loan
guarantor for Nebraska and has established an operating center in Lincoln,
Nebraska. CSAC is the designated Student Loan guarantor for California and has
established an operating center in Rancho Cordova, California. USAF is the
designated Student Loan guarantor for Indiana, Kansas, Alaska, Nevada, Wyoming,
Maryland, Hawaii and Mississippi and has established an operating center in
Fishers, Indiana. HESC is the designated guarantor for New York, and has
established an operating center in Albany, New York. ECMC is the designated
Student Loan guarantor for Virginia and has established operating centers in St.
Paul, Minnesota and Richmond, Virginia. GLHEC is the designated Student Loan
guarantor for Minnesota, Wisconsin, Ohio, Puerto Rico and the Virgin Islands and
has established an operating center in Madison, Wisconsin. As of December 31,
1999, approximately 19.03%, 16.42%, 13.55%, 3.14%, 0.36%, 0.08%, 0.06% and 0.04%
of the aggregate outstanding principal balance of the Financed Student Loans
were guaranteed by PHEAA, ASA, NSLP, CSAC, USAF, HESC, ECMC and GLHEC,
respectively.
The subsections labeled "--INSURANCE OF STUDENT LOANS; GUARANTORS OF
STUDENT LOANS--GUARANTY VOLUME", "--INSURANCE OF STUDENT LOANS; GUARANTORS OF
STUDENT LOANS--RESERVE RATIO", "--INSURANCE OF STUDENT LOANS; GUARANTORS OF
STUDENT LOANS--RECOVERY RATES", "--INSURANCE OF STUDENT LOANS; GUARANTORS OF
STUDENT LOANS--LOAN LOSS RESERVE" and "--INSURANCE OF STUDENT LOANS; GUARANTORS
OF STUDENT LOANS--CLAIMS RATE" on pages S-56 through S-59 are modified to read
as follows:
Set forth below is certain current and historical information with
respect to PHEAA, ASA and NSLP. No such information is provided with respect to
CSAC, USAF, HESC, ECMC and GLHEC because the aggregate principal amount of
Financed Student Loans guaranteed by each of CSAC, USAF, HESC, ECMC and GLHEC
respectively is less than 5% of the Financed Student Loans.
Guaranty Volume. The following table sets forth the approximate
aggregate principal amount of federally reinsured education loans (including
loans under the Parent Loans for Undergraduate Students program but excluding
Federal Consolidation Loans) that have first become guaranteed by PHEAA, ASA and
NSLP) and by all federal guarantors in each of the last five federal fiscal
years:*
S-20
<PAGE> 23
STAFFORD, SLS AND PLUS LOANS GUARANTEED
(DOLLARS IN MILLIONS)
FEDERAL FISCAL YEAR
ENDING SEPTEMBER 30 PHEAA ASA NSLP
------------------------ --------------- ------------- -------------
1995 $1,808 $906 $351
1996 1,794 716 316
1997 1,869 682 397
1998 1,784 667 629
1999 1,796 680 674
FEDERAL FISCAL YEAR
ENDING SEPTEMBER 30 ALL GUARANTORS
----------------------- ----------------
1995 $20,951
1996 19,728
1997 21,409
1998 22,300
1999 N/A
* The information set forth in the table above for all guarantors has
been obtained from the Department of Education's Federal Student Loan
Programs Data Books and the Department of Education's Quarterly Volume
Updates (each, a "DOE Data Book"). Information for each Federal
Guarantor was provided by such Federal Guarantor.
Reserve Ratio. Each Federal Guarantor's reserve ratio is determined by
dividing its cumulative cash reserves by the original principal amount of the
outstanding loans it has agreed to guarantee. The term "cumulative cash
reserves" refers to cash reserves plus (a) sources of funds (including insurance
premiums, state appropriations, federal advances, federal reinsurance payments,
administrative cost allowances, collections on claims paid and investment
earnings) minus (b) uses of funds (including claims paid to lenders, operating
expenses, lender fees, the Department's share of collections on claims paid,
returned advances and reinsurance fees). The "original principal amount of
outstanding loans" consists of the original principal amount of loans guaranteed
by such Federal Guarantor minus (x) the original principal amount of loans
canceled, claims paid, loans paid in full and loan guarantees transferred from
such Federal Guarantor to other guarantors, plus (y) the original principal
amount of loan guarantees transferred to such Federal Guarantor from other
guarantors. ECMC has advised the Seller that ECMC's Agreements with the
Department require that on an annual basis, ECMC calculate the amount of reserve
funds and the amount of its expenses during the fiscal year in accordance with
directions of the Secretary. Unless the Secretary directs otherwise, if the
amount of ECMC's reserve funds exceeds 60 percent of the expenses, ECMC shall
return the excess reserves to the Secretary at the time of submitting the annual
report. The following tables set forth for PHEAA, ASA and NSLP, their respective
cumulative cash reserves and corresponding reserve ratios and the national
average reserve ratio for all federal guarantors for the last five federal
fiscal years:*
S-21
<PAGE> 24
<TABLE>
<CAPTION>
PHEAA ASA NSLP**
FEDERAL ------------------------ ------------------------ --------------------
FISCAL YEAR CUMULATIVE CUMULATIVE CUMULATIVE
ENDING CASH RESERVE CASH RESERVE CASH RESERVE NATIONAL
SEPTEMBER 30 RESERVES RATIO RESERVES RATIO RESERVES RATIO AVERAGE
- --------------- -------------- ---------- ------------- ---------- ----------- -------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
1995 $166.31 1.5 $43.06 0.8 $18.53 1.3 1.6
1996 214.74 1.6 51.08 0.9 21.17 1.3 1.6
1997 189.35 1.4 39.29 0.7 24.07 1.2 1.5
1998 190.65 1.3 39.02 0.6 30.99 1.3 ***
1999 209.67 1.4 34.69 0.5 31.00 1.1 ***
</TABLE>
* The information set forth in the tables above with respect to each
Federal Guarantor has been obtained from such Federal Guarantor,
respectively, and the information with respect to the national average
has been obtained from the DOE Data Books.
** For purposes of determining guarantees outstanding, NSLP excludes
loans transferred in from the Higher Education Assistance Foundation
(HEAF). To determine Federal reserves, NSLP includes cash and
investments plus net short-term receivables of the Federal Fund.
*** Not Available.
Recovery Rates. A Federal Guarantor's recovery rate, which provides a
measure of the effectiveness of the collection efforts against defaulting
borrowers after the guarantee claim has been satisfied, is determined by
dividing the amount recovered from borrowers by the Federal Guarantor by the
aggregate amount of default claims paid by the Federal Guarantor during the
applicable federal fiscal year with respect to borrowers. The table below sets
forth the recovery rates for PHEAA, ASA and NSLP for the last five federal
fiscal years:*
RECOVERY RATE
FEDERAL FISCAL YEAR ------------------------------------------
ENDING SEPTEMBER 30 PHEAA ASA NSLP
- ---------------------- -------------- -------------- ------------
1995 53.3 43.4 21.3
1996 55.0 41.3 26.6
1997 54.8 42.7 31.5
1998 59.2 49.0 38.4
1999 62.1 56.4 46.9
* The information set forth in the tables above with respect to each
Federal Guarantor was provided by such Federal Guarantor.
Loan Loss Reserve. In the event that a Federal Guarantor receives less
than full reimbursement of its guarantee obligations from the Department (see
"--Federal Reinsurance" above), such Federal Guarantor would be forced to look
to its existing assets to satisfy any such guarantee obligations not so
reimbursed. Because federal guarantors are no longer reinsured by the Department
at 100% (98% for loans disbursed between October 1, 1993 and September 30, 1998
and 95% for loans disbursed on and after October 1, 1998), many federal
guarantors have begun to maintain reserves for the 2% to 5% "risk-sharing"
associated with these guarantees. In general, the Federal Guarantors use
historical default and recovery rates to attempt to predict the reserves that
S-22
<PAGE> 25
should be maintained for this purpose. As of September 30, 1999, PHEAA has not
specifically provided for this risk. PHEAA does have deferred guaranty fees of
$30.4 million and reserves of $125.1 million to cover this risk. As of September
30, 1999, ASA has a loan loss reserve in the amount of $10.19 million and as of
September 30, 1999, NSLP maintains a reserve of $4.63 million.
Claims Rate. For the past five federal fiscal years, none of PHEAA's,
ASA's, NSLP's, CSAC's, USAF's, HESC's, ECMC's or GLHEC's claims rate has
exceeded 5.0%, and as a result, all claims of PHEAA, ASA, NSLP, CSAC, USAF,
HESC, ECMC and GLHEC have been reimbursed by the Department at the maximum
reinsurance rate permitted by the Higher Education Act. See "--Federal
Reinsurance" above. The most recent national default rate reported by the
Department of Education was 8.8% for the federal fiscal year 1997. As recently
as federal fiscal year 1990 this national default rate was over 22%. This trend,
coupled with the claims and recovery information listed in this section, shows
improvement in the repayment of Student Loans by borrowers. While, the Seller is
not currently aware of any circumstances which would cause the reimbursement
levels for these Federal Guarantors to be less than the maximum levels
permitted, nevertheless, there can be no assurance that any Federal Guarantor
will continue to receive such maximum reimbursement for such claims. The
following table sets forth the claims rates of PHEAA, ASA and NSLP for each of
the last five federal fiscal years:*
CLAIMS RATE
--------------------------------------------
FEDERAL FISCAL YEAR
ENDING SEPTEMBER 30 PHEAA ASA NSLP
- --------------------- ----------------- ------------ -------------
1995 2.0 3.5 4.1
1996 1.6 3.1 3.1
1997 1.9 3.5 3.2
1998 2.0 2.8 3.2
1999 1.6 1.6 2.2
* The information set forth in the tables above with respect to each Federal
Guarantor was provided by such Federal Guarantor.
The subsections labeled "--TERI", "--HICA" and "--NON-GUARANTEED
PRIVATE LOANS" on pages S-61 through S-65 are modified to read as follows:
TERI
TERI was incorporated in 1985 to guarantee Student Loans and is not an
insurance company. TERI is a Massachusetts non-profit corporation headquartered
in Boston, Massachusetts and employs approximately 170 people, as of September
30, 1999.
S-23
<PAGE> 26
Guaranty Volume. The following table sets forth the non-federally
reinsured education loans that have first become guaranteed by TERI in each of
the five calendar years and the nine-month period referred to below; such
information is not guaranteed as to accuracy or completeness and is not to be
construed as a representation by the Seller, the Master Servicer, any of the
Underwriters or any of their respective affiliates:
CALENDAR YEAR PRIVATE LOANS GUARANTEED BY YEAR
- --------------------------- -------------------------------------------------
(DOLLARS IN MILLIONS) (UNAUDITED)
1994 $ 292.2
1995 303.4
1996 339.7
1997 332.6
1998 380.4
1999* 331.9
- -----------------
* For the nine-month period ending September 30, 1999.
Proprietary School Loans. Default rates for Student Loans made to
students attending proprietary or vocational schools are significantly higher
than those made to students attending other 2-year and 4-year institutions.
Except for a few selected, accredited proprietary schools which grant degrees,
TERI does not guarantee student loans made to students attending proprietary or
vocational schools.
Reserve Ratio. Unlike the Federal Guarantors, TERI computes its reserve
ratio by dividing the "Total Amounts Available To Meet Guarantee Commitments" by
the "total loans outstanding." TERI defines "Total Amounts Available to Meet
Guarantee Commitments" as the sum of the amounts set forth below under the
caption "Amounts Available To Meet Guarantee Commitments" (which amounts include
for this purpose the segregated reserves described below under the caption
"Segregated Reserves for Private Loans Under the Programs Guaranteed by TERI").
TERI defines "total loans outstanding" as the total outstanding principal amount
of all loans it has agreed to guarantee as of December 31 of each year.
Consequently, the reserve ratio information provided above for the Federal
Guarantors is not comparable to that provided for TERI below. The following
table sets forth TERI's reserve ratio as of December 31 for the five calendar
years and the nine-month period referred to below; such information is not
guaranteed as to accuracy or completeness and is not to be construed as a
representation by the Seller, the Master Servicer, any of the Underwriters, or
any of their respective affiliates:
S-24
<PAGE> 27
AMOUNTS AVAILABLE TO MEET
CALENDAR YEAR GUARANTEE COMMITMENTS RESERVES RATIO
- ------------------- ------------------------------------ ------------------
(DOLLARS IN THOUSANDS) (UNAUDITED)
1994 $ 73,624 5.9%
1995 83,937 5.9%
1996 96,362 5.6%
1997 102,201 5.4%
1998 104,170 5.0%
1999* 111,945 4.8%
- ----------------
* For the nine-month period ending September 30, 1999.
Amounts Available To Meet Guarantee Commitments. As part of guarantee
agreements with lending institutions, with certain such agreements being revised
in 1999, TERI has agreed to hold as security for its guarantees a percentage of
the amount of unpaid principal on outstanding loans which ranges from 0.0% to
4.5% in total TERI funds available as security for the performance of TERI
obligations. At September 30, 1999, the balance of loans outstanding guaranteed
directly by TERI amounted to approximately $2.3 billion. At September 30, 1999,
TERI was required to have approximately $104.6 million in reserves (consisting
of loan loss reserves, deferred revenue and unrestricted and/or board designated
unrestricted net assets) available as security for TERI's performance as
guarantor.
As of the end of each of the five calendar years and the nine-month
period referred to below, TERI had available the following funds and reserves to
meet its loan guarantee commitments; such information is not guaranteed as to
accuracy or completeness and is not to be construed as a representation by the
Seller, the Master Servicer, any of the Underwriters or any of their respective
affiliates:
<TABLE>
<CAPTION>
AS OF
AS OF DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------------- --------------
(DOLLARS IN THOUSANDS) (UNAUDITED)
1994 1995 1996 1997 1998 1999
----------- ------------- ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Deferred Guarantee Fees $ 5,269 $ 5,234 $ 5,140 $ 5,032 $ 4,899 $ 4,940
Loan Loss Reserve 29,629 29,092 57,006 56,999 54,186 54,835
Unrestricted--Board Designated 33,151 46,063 31,169 33,951 33,929 33,772
Unrestricted--Undesignated 5,579 3,548 3,047 6,219 11,156 18,398
Total Amounts Available To Meet
Guarantee Commitments $ 73,624 $ 83,937 $ 96,362 $ 102,201 $ 104,170 $ 111,945
======== ======== ======== ========= ========= =========
</TABLE>
Subject to the minimum restrictions imposed by lending institutions and
the segregated reserves discussed below under "Segregated Reserves for Private
Loans Under the Programs Guaranteed by TERI," TERI establishes its loan loss
reserve based on its management's estimates of probable losses arising from its
guarantee commitments, based on the historical experience of TERI and those of
other lending institutions and programs, and based on the results of a
S-25
<PAGE> 28
semi-annual actuarial study provided by an independent third party. TERI has
advised the Seller that it is currently in compliance with all operating
reserves requirements contained in guarantee agreements TERI has in place with
other student loan lenders and other trustees under prior securitizations of
student loans. However, there can be no assurance that such compliance will
continue.
Recovery Rate. Unlike the Federal Guarantors' calculation of recovery rates
discussed above, which consists of an annual measure of recoveries as compared
to default claims, the recovery rate for TERI is determined by dividing the
cumulative amount recovered from borrowers by the cumulative amount of default
claims paid by TERI as a guarantor for the year when the loan defaulted.
Consequently, the recovery rate information provided above for the Federal
Guarantors is not comparable to that provided for TERI below. TERI's recovery
rates as of September 30, 1999, with respect to loans defaulting in each of the
five calendar years and the nine-month period referred to below are as follows;
such information is not guaranteed as to accuracy or completeness and is not to
be construed as a representation by the Seller, the Master Servicer, any of the
Underwriters or any of their respective affiliates:
<TABLE>
<CAPTION>
PERIOD OF DEFAULT CUMULATIVE CASH RECOVERY RATE (UNAUDITED)
- ------------------- -------------------------------------------------
<S> <C>
1994 52%......(January 1, 1994--September 30, 1999)
1995 49%......(January 1, 1995--September 30, 1999)
1996 39%......(January 1, 1996--September 30, 1999)
1997 41%......(January 1, 1997--September 30, 1999)
1998 31%......(January 1, 1998--September 30, 1999)
1999* 10%......(January 1, 1999--September 30, 1999)
</TABLE>
- ----------------
* For the nine-month period ending September 30, 1999
The appearance of a declining trend in the foregoing recovery rates can
largely be attributed to the fact that each succeeding default year listed above
includes one fewer year in which to obtain recoveries for the amounts paid out
on guarantee claims in the default year.
Claims Rate. Unlike the Federal Guarantors' calculation of claims rates
discussed above, which consists of an annual measure of claims made to
outstanding loan balances guaranteed at the start of that year, the claims rate
for TERI set forth below is based on the aggregate amount of claims, whenever
paid, on loans guaranteed by TERI in a particular year or period. The "Cohort
Default Rate" refers to the total principal amount of defaulted loans for which
guarantee payments were made by TERI (net of any subsequent recoveries by TERI)
for the cohort year (or period) as a percentage of the aggregate principal
amount of loans guaranteed by TERI for the cohort year (or period). As a result,
the claims rate information provided above for the Federal Guarantors is not
comparable to that provided for TERI below. The following table sets forth the
total loans guaranteed, total defaults paid (net of recoveries) and the net
cohort default rate as of December 31 for each of the five calendar years and
the nine-month period referred to below; such information is
S-26
<PAGE> 29
not guaranteed as to accuracy or completeness and is not to be construed as a
representation by the Seller, the Master Servicer, any of the Underwriters or
any of their respective affiliates:
<TABLE>
<CAPTION>
TOTAL NET
DEFAULTS PAID
TOTAL LOANS FOR LOANS
COHORT GUARANTEED IN GUARANTEED IN NET COHORT
YEAR COHORT YEAR COHORT YEAR DEFAULT RATE
- -------- ------------- -------------- ------------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C>
1994 $ 292,289 $ 16,122 5.52%
1995 303,369 14,673 4.84%
1996 339,675 8,874 2.61%
1997 332,530 2,246 0.69%
1998 380,357 510 0.13%
1999* 331,933 0 0.00%
</TABLE>
- ----------------
* For the nine-month period ending September 30, 1999
The declining trend reflected above in the claims rates experienced by TERI
can largely be attributed to the fact that in each succeeding cohort year fewer
loans guaranteed by TERI were in repayment. As the number of loans entering
repayment increases, the percentage of loans becoming delinquent and
subsequently defaulting also tends to increase. There can be no assurance that
the claims rate experience of TERI for any future year will be similar to the
historical claims rate experience set forth above.
Segregated Reserves for Private Loans Under the Programs Guaranteed by
TERI. A portion of the reserves described above that are maintained by TERI have
been segregated solely to support its guarantee obligations under the Programs.
These segregated reserves, which are not available to cover TERI guaranteed
loans outside of the Programs, are equally available to all holders of TERI
guaranteed Private Loans made under the Programs since 1990-1991, which include
both the Seller and third-party purchasers of the Seller's TERI guaranteed
Private Loans under the Programs, including but not limited to the Eligible
Lender Trustee on behalf of the Trust. Draws on such segregated reserves will be
paid in the order received, to the extent of amounts remaining in the segregated
reserve account. Consequently, there may be one or more owners of such Private
Loans for which a claim could, in the event of a default by a student borrower,
be filed against such segregated reserves. As a result, there can be no
assurance that amounts in these segregated reserves will be available to support
Guarantee Payments by TERI owing in respect of the Guaranteed Private Loans made
under the aforementioned Programs, or that such amounts, if available, will be
sufficient to satisfy all existing Guarantee Payments due with respect to
Guaranteed Private Loans. The Seller will assign the portion of its rights under
the agreement implementing these segregated reserves that is attributable to
such Guaranteed Private Loans to the Trust.
TERI has agreed that it will provide a copy of its most recent audited
financial statements to Securityholders upon receipt of a written request
directed to its Chief Financial Officer, 330 Stuart Street, Suite 500, Boston,
Massachusetts 02116.
S-27
<PAGE> 30
HICA
The Eligible Lender Trustee has taken an assignment of Surety Bonds by
which HICA has insured certain Guaranteed Private Loans. HICA was incorporated
in 1986 to provide insurance coverage to lenders against credit losses on
education-related, non-federally insured loans to students attending
post-secondary educational institutions. HICA is a licensed, regulated insurance
company incorporated in South Dakota and headquartered in Sioux Falls, and
employs approximately 28 people as of September 30, 1999. HICA is an indirect
subsidiary of SLM Holding Corporation.
Insurance Volume. The following table sets forth the amount of loans that
have first become insured by HICA in each of the five calendar years and the
nine-month period referred to below; such information is not guaranteed as to
accuracy or completeness and is not to be construed as a representation by the
Seller, the Master Servicer, any of the Underwriters or any of their respective
affiliates:
<TABLE>
<CAPTION>
CALENDAR YEAR PRIVATE LOANS INSURED BY YEAR
- ------------------- ---------------------------------------
(DOLLARS IN MILLIONS)
<S> <C>
1994 $ 161
1995 173
1996 256
1997 286
1998 267
1999* 346
</TABLE>
- ----------------
* For nine-month period ending September 30, 1999.
HICA has agreed that it will provide a copy of its most recent audited
financial statements to Securityholders upon receipt of a written request
directed to Mr. Mark Bielen, Treasurer, 3900 West Technology Circle, Suite 7,
Sioux Falls, South Dakota 57106.
NON-GUARANTEED PRIVATE LOANS
As of December 31, 1999, approximately 20.89% of the Financed Student Loans
are Non-Guaranteed Private Loans. The Non-Guaranteed Private Loans were
originated in accordance with the criteria set forth in the Prospectus under
"The Student Loan Financing Business--Description of the Private Loans Under the
Programs." See also the discussion of the Key Alternative Loan Program in the
Prospectus under "The Student Loan Financing Business--Description of the
Private Loans Under the Programs."
RECENT DEVELOPMENTS--FEDERAL FAMILY EDUCATION LOAN PROGRAM
The Work Incentives Improvement Act of 1999, signed into law by President
Clinton on December 17, 1999, included a change in the reference index for
determining lender yield of Stafford Loans, PLUS Loans and Federal Consolidation
Loans. The formula used to calculate
S-28
<PAGE> 31
quarterly special allowance payments for such loans first disbursed on or after
January 1, 2000 through and including June 30, 2003 is the average of the 90-day
commercial paper (financial) rates in effect for each of the days in such
quarter as reported by the Federal Reserve in Publication H-15 (the "CP Rate")
plus a spread. Under the new formula, special allowance rates for Stafford Loans
and unsubsidized Stafford Loans will be calculated to provide the loan holder
with a minimum yield equal to the CP Rate plus 1.74 percent during in-school
periods, grace periods and deferment periods, and 2.34 percent during repayment
periods; and special allowance rates for PLUS Loans in repayment and Federal
Consolidation Loans subject to a variable interest rate will be calculated based
on the CP Rate plus 2.64 percent.
DESCRIPTION OF THE SECURITIES
The "DESCRIPTION OF THE SECURITIES" section in the Prospectus Supplement
dated September 30, 1999 is modified to the extent set forth below:
The following paragraphs are added after the existing paragraphs on page
S-66 under the subsection labeled "--GENERAL":
In addition, an uncertificated strip (the "Class M Strip") has been created
which is entitled to receive quarterly payments of interest at its
applicable Margin, on a pari passu basis with the Class M Notes. The sole
holder of the Class M Strip is KeyBank National Association and such
interest may only be transferred to an affiliate thereof, in a transaction
exempt from registration under the Securities Act.
A second uncertificated strip (the "Certificate Strip") also has been
created which is entitled to receive quarterly payments of interest at its
applicable Margin, on a pari passu basis with the Certificates. The sole
holder of the Certificate Strip is KeyBank National Association and such
interest may only be transferred to an affiliate thereof, in a transaction
exempt from registration under the Securities Act.
Neither the Class M Strip nor the Certificate Strip (each a "Strip," and
collectively, the "Strips") has a principal component nor is entitled to
any payments in respect of principal. Allocations of principal to each
Class of Securities are unaffected by the creation of the Strips. Each such
Strip earns interest for each Interest Period at its applicable Margin
based on a notional principal amount equal to the outstanding principal
balance of the Class M Notes, with respect to the Class M Strip, or the
Certificates, with respect to the Certificate Strip.
Class M Noteholders should be aware that, in addition to all applicable
subordination provisions with respect to the Class A Notes described in the
Prospectus Supplement, all distributions of the Noteholders' Interest
Distribution Amount and the Noteholders' Interest Index Carryover for the
Class M Notes will be paid, on a pari passu basis, with all distributions
of the Class M Strip Interest Distribution Amount and the Class M Strip
Interest Index Carryover for the Class M Strip, respectively, to the extent
that
S-29
<PAGE> 32
Available Funds and/or amounts on deposit in the Reserve Account are
available therefor.
Certificateholders should be aware that that, in addition to all applicable
subordination provisions with respect to the Notes described in the
Prospectus Supplement, on each Distribution Date, interest payments to
Certificateholders will be subordinated to the payment of interest due on
the Class M Strip. Additionally, all distributions of the
Certificateholders' Interest Distribution Amount and the
Certificateholders' Interest Index Carryover will be paid, on a pari passu
basis, with all distributions of the Certificate Strip Interest
Distribution Amount and the Certificate Strip Interest Index Carryover,
respectively, to the extent that Available Funds and/or amounts on deposit
in the Reserve Account are available therefor.
The first sentence of the first paragraph of the subsection labeled "--THE
NOTES" on page S-66 is modified to read as follows:
Distributions of Interest. Interest will accrue on the principal
balance of (1) each Class of Class A Notes at a rate per annum equal to the
lesser of (a) the Formula Rate for such Class of Notes and (b) the Student
Loan Rate for the related Interest Period; and (2) the Class M Notes, at an
interest rate per annum equal to the lesser of (a) the Formula Rate for the
Class M Notes and (b) the product of (I) the Formula Rate for the Class M
Notes, and (II) a fraction, the numerator of which is the Student Loan Rate
for the related Interest Period, and the denominator of which is the sum of
(A) the Formula Rate for the Class M Notes and (B) the Formula Rate for the
Class M Strip (each such interest rate being a "Note Interest Rate").
The following definitions contained on page S-67 in such subsection are
also modified as follows:
"Formula Rate" means (1) for any Class of Securities, the applicable
Investor Index plus the applicable Margin, and (2) for either Strip, the
applicable Margin.
The "Margin" for each Class of Securities and each Strip is: 0.28% for
the Class A-1 Notes, 0.43% for the Class A-2 Notes, 0.51% for the Class M
Notes, 0.19% for the Class M Strip, 0.72% for the Certificates and 0.18%
for the Certificate Strip.
The following definition shall be added to such subsection on page S-68:
"Noteholders' Interest Index Carryover" means, (1) with respect to any
Distribution Date and the Class A-1 Notes or the Class A-2 Notes, in any
instance where the Note Interest Rate for such Class of Notes for such
Distribution Date is based on the Student Loan Rate, an amount equal to the
excess, if any, of (a) the amount of interest on such Class of Notes that
would have accrued in respect of the related Interest Period had interest
been calculated based on the Formula Rate for such
S-30
<PAGE> 33
Class of Notes, over (b) the amount of interest on such Class of Notes
actually accrued in respect of such Interest Period based on the Student
Loan Rate, together with the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon, to the extent permitted
by law, at the applicable rate calculated based on Three-Month LIBOR plus
the applicable Margin for such Class of Notes), and (2) with respect to any
Distribution Date and the Class M Notes, in any instance where the Note
Interest Rate for the Class M Notes for such Distribution Date is based on
a rate that is less than the related Formula Rate, an amount equal to the
excess, if any, of (a) the amount of interest on the Class M Notes that
would have accrued in respect of the related Interest Period had interest
been calculated at the related Formula Rate, over (b) the amount of
interest on the Class M Notes actually accrued in respect of such Interest
Period, together with the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon, to the extent permitted
by law, calculated based on Three-Month LIBOR, plus the applicable Margin);
PROVIDED, HOWEVER, that on the Final Maturity Date for each Class of Notes,
the Noteholders' Interest Index Carryover for each Class of Notes will be
equal to the lesser of (1) the Noteholders' Interest Index Carryover for
such Class of Notes on such date determined as described above and (2) the
amount of funds, if any, required and available to be distributed to the
holders for such Class of Notes on such date pursuant to the Sale and
Servicing Agreement.
The first sentence of the first paragraph of the subsection labeled "--THE
CERTIFICATES" on page S-71 is modified to read as follows:
Distributions of Interest. Interest will accrue on the Certificate
Balance at a rate per annum equal to the lesser of (a) the Formula Rate for
the Certificates and (b) the product of (I) the Formula Rate for the
Certificates, and (II) a fraction, the numerator of which is the Student
Loan Rate for the related Interest Period, and the denominator of which is
the sum of (A) the Formula Rate for the Certificates and (B) the Formula
Rate for the Certificate Strip (such interest rate being the "Certificate
Rate").
The following definition shall be added to such subsection on page S-71:
"Certificateholders' Interest Index Carryover" means, with respect to
any Distribution Date as to which the Certificate Rate for such
Distribution Date is based on a rate that is less than the related Formula
Rate, an amount equal to the excess, if any, of (a) the amount of interest
on the Certificates that would have accrued in respect of the related
Interest Period had interest been calculated at the related Formula Rate,
over (b) the amount of interest on the Certificates actually accrued in
respect of such Interest Period, together with the unpaid portion of any
such excess from prior Distribution Dates (and interest accrued thereon, to
the extent permitted by law, calculated based on Three-Month LIBOR, plus
the related Margin); PROVIDED, HOWEVER, that, on the Final Maturity Date,
the Certificateholders' Interest Index Carryover will be equal to the
lesser of (1) the Certificateholders' Interest Index Carryover on such date
determined as described above and (2) the amount of funds, if
S-31
<PAGE> 34
any, required and available to be distributed to the holders of the
Certificates on such date pursuant to the Sale and Servicing Agreement.
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS
The "DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS" section in the
Prospectus Supplement dated September 30, 1999 is modified to the extent set
forth below:
The second paragraph of the subsection labeled "--ADDITIONAL FUNDINGS" on
page S-78 is modified to read as follows:
ADDITIONAL FUNDINGS
On the Closing Date, the Seller deposited approximately $235,202,525 (the
"Initial Pre-Funded Amount") into the Pre-Funding Account from the proceeds of
the sale of the Securities. For administrative convenience, a portion of the
Initial Pre-Funded Amount equal to approximately $175,202,525 (the "Subsequent
Pool Pre-Funded Amount") was allocated to an administrative subaccount of the
Pre-Funding Account (the "Subsequent Pool Pre-Funding Subaccount"). The
remaining portion of the Initial Pre-Funded Amount equal to approximately
$60,000,000 (the "Other Additional Pre-Funded Amount") was allocated to an
administrative subaccount of the Pre-Funding Account (the "Other Additional
Pre-Funding Subaccount"). On November 3, 1999, the Subsequent Pool Pre-Funded
Amount and $1,533,050 of the Other Additional Pre-Funded Amount was used by the
Trust to purchase Subsequent Pool Student Loans from the Seller. In addition, as
of December 31, 1999, $6,236,922 of the Other Additional Pre-Funded Amount was
used by the Trust to purchase Other Subsequent Student Loans from the Seller.
The Trust may make further expenditures (each, an "Additional Funding") from the
Pre-Funding Account and the Escrow Account on Transfer Dates during the Funding
Period consisting of amounts paid to the Seller to acquire Other Subsequent
Student Loans as of the applicable Subsequent Cutoff Dates, to pay capitalized
interest on the Financed Student Loans and to pay Fee Advances as provided in
the Sale and Servicing Agreement. For additional information relating to
Additional Fundings through January 31, 2000, we refer you to the Servicer
Report attached as Annex A.
Paragraphs (5) and (6) of the subsection labeled "--DISTRIBUTIONS--
DISTRIBUTIONS FROM THE COLLECTION ACCOUNT" on pages S-87 and S-88 are modified
to read as follows:
(5) pro rata, (A) to the holders of the Class M Notes, the Noteholders'
Interest Distribution Amount for the Class M Notes, and (B) to the holder
of the Class M Strip, the Class M Strip Interest Distribution Amount;
(6) pro rata, (A) to the holders of the Certificates, the
Certificateholders' Interest Distribution Amount, and (B) to the holder of
the Certificate Strip, the Certificate Strip Interest Distribution Amount;
Paragraphs (12) and (13) of the subsection labeled "--DISTRIBUTIONS--
DISTRIBUTIONS FROM THE COLLECTION ACCOUNT" on page S-88 are modified to read as
follows:
S-32
<PAGE> 35
(12) pro rata, (A) to the holders of the Class M Notes, the aggregate
unpaid amount of Noteholders' Interest Index Carryover relating to the
Class M Notes, and (B) to the holder of the Class M Strip, if the Class M
Notes are still outstanding, the aggregate unpaid amount of Class M Strip
Interest Index Carryover, if any, but only to the extent not paid by the
Cap Provider under the Cap Agreement;
(13) pro rata, (A) to the holders of the Certificates, the aggregate unpaid
amount of Certificateholders' Interest Index Carryover, and (B) to the
holder of the Certificate Strip, the aggregate unpaid amount of Certificate
Strip Interest Index Carryover, if any, but only to the extent not paid by
the Cap Provider under the Cap Agreement;
The following definitions shall be added to such subsection in their proper
alphabetical position to read as follows:
"Certificate Strip Interest Carryover Shortfall" means, with respect
to any Distribution Date, the excess of (1) the Certificate Strip Interest
Distribution Amount on the preceding Distribution Date over (2) the amount
of interest actually distributed to the holder of the Certificate Strip on
such preceding Distribution Date, plus interest on the amount of such
excess interest due to the holder of the Certificate Strip, to the extent
permitted by law, at the Certificate Strip Rate from such preceding
Distribution Date to the current Distribution Date.
"Certificate Strip Interest Distribution Amount" means, with respect
to any Distribution Date, the sum of (1) the amount of interest accrued at
the Certificate Strip Rate for the related Interest Period on the
outstanding Certificate Balance on the immediately preceding Distribution
Date, after giving effect to all distributions of principal to holders of
the Certificates on such Distribution Date and (2) the Certificate Strip
Interest Carryover Shortfall for such Distribution Date; PROVIDED, HOWEVER,
that the Certificate Strip Interest Distribution Amount will not include
any Certificate Strip Interest Index Carryover.
"Certificate Strip Interest Index Carryover" means, with respect to
any Distribution Date as to which the Certificate Strip Rate for such
Distribution Date is based on a rate that is less than the related Formula
Rate, an amount equal to the excess, if any, of (a) the amount of interest
on the Certificate Strip that would have accrued in respect of the related
Interest Period had interest been calculated at the related Formula Rate,
over (b) the amount of interest on the Certificate Strip actually accrued
in respect of such Interest Period, together with the unpaid portion of any
such excess from prior Distribution Dates (and interest accrued thereon, to
the extent permitted by law, calculated based on the Certificate Strip
Margin); PROVIDED, HOWEVER, that, on the Final Maturity Date, the
Certificate Strip Interest Index Carryover will be equal to the lesser of
(1) the Certificate Strip Interest Index Carryover on such date determined
as described above and (2) the amount of funds, if
S-33
<PAGE> 36
any, required and available to be distributed to the holder of the
Certificate Strip on such date pursuant to the Sale and Servicing
Agreement.
"Certificate Strip Rate" means, with respect to any Interest Period,
the interest rate per annum equal to the lesser of (a) the Certificate
Strip Margin, and (b) the product of (I) the Certificate Strip Margin, and
(II) a fraction, the numerator of which is the Student Loan Rate for such
Interest Period, and the denominator of which is the sum of (A) the Formula
Rate for the Certificates for such Interest Period and (B) the Certificate
Strip Margin. The interest rate per annum for amounts relating to the
Certificate Strip will be computed on the basis of the actual number of
days elapsed in the related Interest Period divided by 360.
"Class M Strip Interest Carryover Shortfall" means, with respect to
any Distribution Date, the excess of (1) the Class M Strip Interest
Distribution Amount on the preceding Distribution Date over (2) the amount
of interest actually distributed to the holder of the Class M Strip on such
preceding Distribution Date, plus interest on the amount of such excess
interest due to the holder of the Class M Strip, to the extent permitted by
law, at the Class M Strip Rate from such preceding Distribution Date to the
current Distribution Date.
"Class M Strip Interest Distribution Amount" means, with respect to
any Distribution Date, the sum of (1) the amount of interest accrued at the
Class M Strip Rate for the related Interest Period on the outstanding
principal balance of the Class M Notes on the immediately preceding
Distribution Date, after giving effect to all distributions of principal to
holders of the Class M Notes on such Distribution Date and (2) the Class M
Strip Interest Carryover Shortfall for such Distribution Date; PROVIDED,
HOWEVER, that the Class M Strip Interest Distribution Amount will not
include any Class M Strip Interest Index Carryover.
"Class M Strip Interest Index Carryover" means, with respect to any
Distribution Date as to which the Class M Strip Rate for such Distribution
Date is based on a rate that is less than the related Formula Rate, an
amount equal to the excess, if any, of (a) the amount of interest on the
Class M Strip that would have accrued in respect of the related Interest
Period had interest been calculated at the related Formula Rate, over (b)
the amount of interest on the Class M Strip actually accrued in respect of
such Interest Period, together with the unpaid portion of any such excess
from prior Distribution Dates (and interest accrued thereon, to the extent
permitted by law, calculated based on the Class M Strip Margin); PROVIDED,
however, that, on the Final Maturity Date, the Class M Strip Interest Index
Carryover will be equal to the lesser of (1) the Class M Strip Interest
Index Carryover on such date determined as described above and (2) the
amount of funds, if any, required and available to be distributed to the
holder of the Class M Strip on such date pursuant to the Sale and Servicing
Agreement.
S-34
<PAGE> 37
"Class M Strip Rate" means, with respect to any Interest Period, the
interest rate per annum equal to the lesser of (a) the Class M Strip
Margin, and (b) the product of (I) the Class M Strip Margin, and (II) a
fraction the numerator of which is the Student Loan Rate for such Interest
Period, and the denominator of which is the sum of (A) the Formula Rate for
the Class M Notes for such Interest Period and (B) the Class M Strip
Margin. The interest rate per annum for amounts relating to the Class M
Strip will be computed on the basis of the actual number of days elapsed in
the related Interest Period divided by 360.
The following paragraph is added as the final paragraph of the subsection
labeled "--INTEREST RATE CAP AGREEMENT--PAYMENTS UNDER THE CAP AGREEMENT" on
page S-95:
In addition, the Cap Provider is also obligated to pay to the Trust on
each Distribution Date any Class M Strip Interest Index Carryover and/or
Certificate Strip Interest Index Carryover created on such Distribution
Date. The Cap Provider shall be entitled to reimbursement of such payments
on the same subordinated basis described in the previous paragraph.
The following paragraph (15) is added to the subsection labeled
"--STATEMENTS TO THE INDENTURE TRUSTEE AND TRUST" on page S-97:
(15) (A) the amount of all distributions to the Class M Strip, specifying
whether such amounts are on account of the Class M Strip Interest
Distribution Amount for the current Distribution Date, and, if applicable,
reduction of any outstanding Class M Strip Interest Index Carryover and/or
the Class M Interest Carryover Shortfall from prior periods, together with
any remaining outstanding amounts, if any, and (B) the amount of all
distributions to the Certificate Strip, specifying whether such amounts are
on account of the Certificate Strip Interest Distribution Amount for the
current Distribution Date, and, if applicable, reduction of any outstanding
Certificate Strip Interest Index Carryover and/or the Certificate Interest
Carryover Shortfall from prior periods, together with any remaining
outstanding amounts, if any.
UNDERWRITING
The "UNDERWRITING" section in the Prospectus Supplement dated September 30,
1999 is modified by the deletion of the last paragraph on page S-102 and by the
addition of the following paragraphs to be inserted at the end of such section:
Subject to the terms and conditions set forth in the respective
Underwriting Agreements relating to the Class M Notes and the Certificates (the
"Underwriting Agreements"), the Seller has agreed to cause KeyBank National
Association to sell to the underwriters named below (the "Underwriters"), and
each of the Underwriters has severally agreed to purchase, the principal amount
of Class M Notes and Certificates set forth opposite its name:
S-35
<PAGE> 38
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF CLASS M NOTES OF CERTIFICATES TOTAL
- ----------------------- ---------------- ---------------- -----------
<S> <C> <C> <C>
Credit Suisse First $15,000,000 $40,000,000 $55,000,000
Boston Corporation
McDonald Investments $15,000,000 $24,350,000 $39,350,000
</TABLE>
In the respective Underwriting Agreements, the Underwriters have each
agreed, subject to the terms and conditions set forth therein, to purchase all
the Class M Notes and Certificates offered hereby to the extent of their
respective commitments set forth above. The Seller has been advised by the
Underwriters that the Underwriters propose to offer the Class M Notes and
Certificates subject to the Underwriting Agreements from time to time for sale
in negotiated transactions or otherwise, at prices determined at the time of
sale. The Underwriters may effect such transactions by selling the Class M Notes
and Certificates, as applicable, to or through dealers and such dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Underwriters and any purchasers of the Class M Notes or
Certificates, as applicable, for whom they may act as agents. The Underwriters
and any dealers that participate with the Underwriters in the distribution of
the Class M Notes and Certificates may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of the
Class M Notes or Certificates by them may be deemed to be underwriting discounts
or commissions, under the Securities Act of 1933, as amended (the "Securities
Act"). Pursuant to the Underwriting Agreements each Underwriter will receive a
commission equal to 0.30% of the principal amount of the Class M Notes and
the principal amount of the Certificates, in each case purchased by such
Underwriter.
Deutsche Banc Alex.Brown will act as selling agent with respect to a
portion of the Certificates sold by McDonald Investments. With respect to the
Certificates sold by Deutsche Banc Alex.Brown, and in lieu of the underwriting
commission described above, Deutsche Banc Alex. Brown will receive a commission
equal to 0.18% and McDonald Investments will receive a management fee equal to
0.12% Deutsche Banc Alex.Brown and its affiliates may be engaged from time to
time by KeyCorp, the parent corporation of the Seller, to provide investment
banking and other services. Deutsche Banc Alex.Brown is an affiliate of Bankers
Trust Company, the Indenture Trustee.
Following the sale of the Class M Notes and the Certificates pursuant to
the Underwriting Agreements, this Prospectus Supplement may be used by McDonald
Investments, a wholly-owned subsidiary of KeyCorp and an affiliate of the
Seller, the Administrator and the Master Servicer, or its successors, in
connection with offers and sales relating to market-making transactions in the
Class M Notes and the Certificates. McDonald Investments may act as principal or
agent in such transactions, but has no obligation to do so. McDonald Investments
is a member of the New York Stock Exchange, Inc. Such transactions will be at
prices related to prevailing market prices at the time of sale.
In connection with the offering, either or both Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the Class
M Notes and the Certificates. Specifically, an Underwriter may overallot the
offering, creating a short position in the Class M Notes and the Certificates
for its own account. Such Underwriter may bid for and purchase
S-36
<PAGE> 39
Class M Notes and Certificates in the open market to cover such short positions.
In addition, such Underwriter may bid for and purchase Class M Notes and
Certificates in the open market to stabilize the price of the Class M Notes and
the Certificates. These activities may stabilize or maintain the market price of
the Class M Notes and the Certificates above independent market levels. Neither
Underwriter is required to engage in these activities, and may end these
activities at any time.
The Underwriting Agreements provide that the Seller will indemnify the
Underwriters against certain liabilities, including liabilities under applicable
securities laws, or contribute to payments the Underwriters may be required to
make in respect thereof.
S-37
<PAGE> 40
ANNEX A
-------
Page 1
KEYCORP STUDENT LOAN TRUST 1999-B
September 1, 1999, through January 31, 2000
INPUTS FROM THE SERVICER REPORTS
<TABLE>
<CAPTION>
STAFFORD SLS FEDERAL
LOANS LOANS CONSOLIDATIONS
-------- ----- --------------
<S> <C> <C> <C>
A Principal Activity.
Beginning Pool Balance $334,259,415.30 $40,142.29 $53,283,476.76
Less Accrued Int. to be Capped 21,111,770.66 4,615.58 276,615.40
-------------- --------- -------------
(I) BEGINNING PRINCIPAL $313,147,644.64 $35,526.71 $53,006,861.36
(ii) Cash Payments Received
Month 1 (760,289.15) 0.00 (34,592.29)
Month 2 (1,641,453.84) 0.00 (92,078.06)
Month 3 (4,985,569.31) 0.00 (63,109.16)
Month 4 (7,503,679.81) 0.00 (131,712.85)
Month 5 (5,574,528.36) 0.00 (127,230.27)
--------------- ---- -------------
Total Cash Received (20,465,520.47) 0.00 (448,722.63)
(iii) Claim and Liquidation Payments Received
Month 1 0.00 0.00 0.00
Month 2 0.00 0.00 0.00
Month 3 0.00 0.00 0.00
Month 4 (25,031.51) 0.00 0.00
Month 5 0.00 0.00 0.00
---- ---- ----
Total Cash Claims (25,031.51) 0.00 0.00
Excess TERI Claims
(iv) Consolidation within the Trust
Month 1 (345,637.60) 0.00 (13,497.18)
Month 2 (2,938,662.64) 0.00 (1,088.36)
Month 3 (7,344,051.49) 0.00 (4,785.29)
Month 4 (10,005,263.74) 0.00 (8,834.88)
Month 5 (12,125,764.22) 0.00 (16,551.05)
--------------- ---- -------------
Total Consolidations Within the Trust (32,759,379.69) 0.00 (44,756.76)
(v) New Consolidation Loans
Month 1 1,157,095.72
Month 2 3,257,361.55
Month 3 9,100,247.17
Month 4 12,038,310.41
Month 5 15,743,077.62
-------------
Total Consolidation Loans 41,296,092.47
(vi) Additional Fundings
Month 1 2,553.11 0.00 0.00
Month 2 98,698,831.97 0.00 0.00
Month 3 0.00 0.00 0.00
Month 4 0.00 0.00 0.00
Month 5 0.00 0.00 0.00
---- ---- ----
Total Additional Fundings 98,701,385.08 0.00 0.00
Non-Cash Adjustments
(vii) Capitalized Interest
Month 1 54,269.72 (1,526.45) 9,484.25
Month 2 222,106.34 0.00 31,260.62
Month 3 13,715,785.06 0.00 41,402.36
Month 4 6,207,197.37 571.04 62,217.31
Month 5 699,793.90 0.00 59,112.92
------------- ---------- ----------
Total Capitalized Interest 20,899,152.39 (955.41) 203,477.46
(viii) Supplemental Guarantee Fees
Month 1
Month 2
Month 3
Month 4
Month 5
Total Supplemental Guarantee Fees
(ix) Other Adjustments (net)
Month 1 (2,543.98) 0.00 (29,054.44)
Month 2 293.20 0.00 0.00
Month 3 4,458.70 0.00 0.00
Month 4 14,449.25 0.00 (1,066.47)
Month 5 25,867.06 0.00 0.00
---------- ---- -----
Total Other Adjustments 42,524.23 0.00 (30,120.91)
TOTAL NON-CASH ADJUSTMENTS (11,817,703.07) (955.41) 41,424,692.26
(x) Ending Principal Balance $379,540,774.67 $34,571.30 $93,982,830.99
(xi) Plus Accrued Int. to be Cap'd 5,548,402.67 4,656.45 533,165.54
-------------- --------- -------------
(xii) Total Pool Balance $385,089,177.34 $39,227.75 $94,515,996.53
</TABLE>
<TABLE>
<CAPTION>
PHEAA GLHEC
PRIVATE KAL PRIVATE
LOANS LOANS CONSOLIDATIONS
----------- ----- --------------
<S> <C> <C> <C>
A Principal Activity.
Beginning Pool Balance $237,722,665.59 $100,841,043.94 $16,647,532.53
Less Accrued Int. to be Capped $26,259,984.74 3,375,002.52 3,322.72
--------------- ------------- -------------
(I) BEGINNING PRINCIPAL $211,462,680.85 $97,466,041.42 $16,644,209.81
(ii) Cash Payments Received
Month 1 (506,769.50) (443,179.83) (7,791.18)
Month 2 (604,746.83) (538,460.59) (46,051.04)
Month 3 (636,562.78) (597,231.28) (17,964.00)
Month 4 (738,454.29) (628,538.68) (13,945.91)
Month 5 (992,881.80) (718,268.55) (16,280.26)
--------------- -------------- --------------
Total Cash Received (3,479,415.20) (2,925,678.93) (102,032.39)
(iii) Claim and Liquidation Payments Received
Month 1 0.00 0.00 0.00
Month 2 0.00 0.00 0.00
Month 3 0.00 0.00 (62,140.59)
Month 4 (3,008.98) 0.00 0.00
Month 5 0.00 0.00 0.00
---- ----- -----
Total Cash Claims (3,008.98) 0.00 (62,140.59)
Excess TERI Claims
(iv) Consolidation within the Trust
Month 1 0.00 0.00 (604.98)
Month 2 (12,806.30) 0.00 338.22
Month 3 (62,862.27) 0.00 (1,237.44)
Month 4 (99,080.03) 0.00 (122.40)
Month 5 (246,533.77) 0.00 0.00
--------------- -------------- ---------------
Total Consolidations Within the Trust (421,282.37) 0.00 (1,626.60)
(v) New Consolidation Loans
Month 1 163,301.94
Month 2 53,681.72
Month 3 194,245.99
Month 4 171,644.25
Month 5 323,589.64
-----------
Total Consolidation Loans 906,463.54
(vi) Additional Fundings
Month 1 0.00 0.00 0.00
Month 2 69,311,155.58 0.00 0.00
Month 3 0.00 0.00 0.00
Month 4 0.00 0.00 0.00
Month 5 0.00 0.00 0.00
---- ---- ----
Total Additional Fundings 69,311,155.58 0.00 0.00
Non-Cash Adjustments
(vii) Capitalized Interest
Month 1 717,541.99 167,442.69 4,357.92
Month 2 386,112.71 126,254.58 2,013.62
Month 3 262,212.36 1,979,604.64 7,204.48
Month 4 183,198.30 1,596,055.75 1,127.18
Month 5 243,113.38 26,355.29 834.56
------------- ------------- ----------
Total Capitalized Interest 1,792,178.74 3,895,712.95 15,537.76
(viii) Supplemental Guarantee Fees
Month 1 114,647.71 0.00 0.00
Month 2 69,862.99 0.00 0.00
Month 3 87,073.34 0.00 0.00
Month 4 24,926.99 0.00 0.00
Month 5 (15,751.20) 0.00 0.00
----------- ----- -----
Total Supplemental Guarantee Fees 280,759.83 0.00 0.00
(ix) Other Adjustments (net)
Month 1 (11,768.46) (53,569.83) 0.00
Month 2 (5,926.61) (40,821.35) 0.00
Month 3 (30,134.24) (43,021.57) 0.00
Month 4 34.14 (172,198.06) 0.00
Month 5 (95,666.39) (285,489.57) 0.00
------------ ------------ ----
Total Other Adjustments (143,461.56) (595,100.38) 0.00
TOTAL NON-CASH ADJUSTMENTS 1,508,194.64 3,300,612.57 920,374.70
(x) Ending Principal Balance $278,799,606.89 $97,840,975.06 $17,400,411.53
(xi) Plus Accrued Int. to be Cap'd 36,229,595.13 1,373,772.54 2,496.23
-------------- ------------- -------------
(xii) Total Pool Balance $315,029,202.02 $99,214,747.60 $17,402,907.76
</TABLE>
<TABLE>
<CAPTION>
ACCT NET CASH
TOTAL INCREASE/(DECREASE)
----- -------------------
<S> <C> <C>
A Principal Activity.
Beginning Pool Balance $742,794,276.41
Less Accrued Int. to be Capped 51,031,311.62
--------------
(I) BEGINNING PRINCIPAL $691,762,964.79
(ii) Cash Payments Received
Month 1 (1,752,621.95)
Month 2 (2,922,790.36)
Month 3 (6,300,436.53)
Month 4 (9,016,331.54)
Month 5 (7,429,189.24)
---------------
Total Cash Received (27,421,369.62) $27,421,369.62
(iii) Claim and Liquidation Payments Received
Month 1 0.00
Month 2 0.00
Month 3 (62,140.59)
Month 4 (28,040.49)
Month 5 0.00
----
Total Cash Claims (90,181.08) $90,181.08
Excess TERI Claims $0.00
(iv) Consolidation within the Trust
Month 1 (359,739.76)
Month 2 (2,952,219.08)
Month 3 (7,412,936.49)
Month 4 (10,113,301.05)
Month 5 (12,388,849.04)
---------------
Total Consolidations Within the Trust (33,227,045.42)
(v) New Consolidation Loans
Month 1 1,320,397.66
Month 2 3,311,043.27
Month 3 9,294,493.16
Month 4 12,209,954.66
Month 5 16,066,667.26
-------------
Total Consolidation Loans 42,202,556.01
(vi) Additional Fundings
Month 1 2,553.11
Month 2 168,009,987.55
Month 3 0.00
Month 4 0.00
Month 5 0.00
----
Total Additional Fundings 168,012,540.66
Non-Cash Adjustments
(vii) Capitalized Interest
Month 1 951,570.12
Month 2 767,747.87
Month 3 16,006,208.90
Month 4 8,050,366.95
Month 5 1,029,210.05
-------------
Total Capitalized Interest 26,805,103.89
(viii) Supplemental Guarantee Fees
Month 1 114,647.71
Month 2 69,862.99
Month 3 87,073.34
Month 4 24,926.99
Month 5 (15,751.20)
-----------
Total Supplemental Guarantee Fees 280,759.83
(ix) Other Adjustments (net)
Month 1 (96,936.71)
Month 2 (46,454.76)
Month 3 (68,697.11)
Month 4 (158,781.14)
Month 5 (355,288.90)
------------
Total Other Adjustments (726,158.62)
TOTAL NON-CASH ADJUSTMENTS 35,335,215.69
(x) Ending Principal Balance $867,599,170.44
(xi) Plus Accrued Int. to be Cap'd $43,692,088.56
(xii) Total Pool Balance $911,291,259.00 $27,511,550.70
</TABLE>
<PAGE> 41
Page 2
KEYCORP STUDENT LOAN TRUST 1999-B
September 1, 1999, through January 31, 2000
INPUTS FROM THE SERVICER REPORTS
<TABLE>
<CAPTION>
PHEAA
STAFFORD SLS FEDERAL PRIVATE
LOANS LOANS CONSOLIDATIONS LOANS
-------- ----- -------------- -------
<S> <C> <C> <C> <C>
B. INTEREST
(i) Beginning Interest $21,346,809.05 $4,772.51 $512,287.74 $26,896,581.55
(ii) Cash Payments Received
Month 1 (236,889.52) 0.00 (129,362.39) (235,789.18)
Month 2 (433,034.05) 0.00 (251,795.14) (358,515.10)
Month 3 (758,380.88) 0.00 (262,023.59) (326,984.58)
Month 4 (884,328.18) 0.00 (316,585.41) (474,152.67)
Month 5 (1,146,344.10) 0.00 (368,313.90) (520,371.50)
-------------- ---- -------------- --------------
Total Cash Received (3,458,976.73) 0.00 (1,328,080.43) (1,915,813.03)
(iii) Claim and Liquidation Payments Received
Month 1 0.00 0.00 0.00 0.00
Month 2 0.00 0.00 0.00 0.00
Month 3 0.00 0.00 0.00 0.00
Month 4 (332.13) 0.00 0.00 (110.49)
Month 5 0.00 0.00 0.00 0.00
---- ---- ---- --------
Claims (332.13) 0.00 0.00 (110.49)
Excess TERI Claims
(iv) Consolidation within the Trust
Month 1 (8,300.65) 0.00 0.00 0.00
Month 2 (167,186.33) 0.00 0.00 (69.65)
Month 3 (396,099.71) 0.00 0.00 (471.56)
Month 4 (93,056.12) 0.00 (98.33) (1,657.92)
Month 5 (114,634.80) 0.00 0.00 (3,831.81)
------------ ---- ------- ----------
Total Consolidations Within (779,277.61) 0.00 (98.33) (6,030.94)
(v) Additional Fundings
Month 1 7.56 0.00 0.00 0.00
Month 2 3,460,037.92 0.00 0.00 5,276,093.21
Month 3 0.00 0.00 0.00 0.00
Month 4 0.00 0.00 0.00 0.00
Month 5 0.00 0.00 0.00 0.00
---- ---- ---- ----
Total Additional Fundings 3,460,045.48 0.00 0.00 5,276,093.21
NON CASH ADJUSTMENTS
(vi) Capitalized Interest
Month 1 (54,269.72) 1,526.45 (9,484.25) (717,541.99)
Month 2 (222,106.34) 0.00 (31,260.62) (386,112.71)
Month 3 (13,715,785.06) 0.00 (41,402.36) (262,212.36)
Month 4 (6,207,197.37) (571.04) (62,217.31) (183,198.30)
Month 5 (699,793.90) 0.00 (59,112.92) (243,113.38)
--------------- ------- ------------ ------------
Total Capitalized Interest (20,899,152.39) 955.41 (203,477.46) (1,792,178.74)
(vii) Recorded DOE Interest Subsidy Payments
Total DOE Receivable (Month 2) (427,036.80) (2,041.56)
Total DOE Receivable (Month 5) (1,756,206.49) (24,318.12)
(viii) Other Adjustments (net)
Month 1 (6,944.04) (31.03) (336.51) 655.30
Month 2 (46,926.39) 0.00 (2,096.36) (4,313.00)
Month 3 (30,301.63) 0.00 (469.19) (5,412.57)
Month 4 (189,995.39) 0.00 (1,210.30) 2,450.60
Month 5 (352,393.48) (1,836.79) (274.33) (18,649.50)
------------ ---------- ---------- -----------
Total Other Adjustments (626,560.93) (1,867.82) (4,386.69) (25,269.17)
(ix) Accrued Government Interest
Month 1 427,036.80 2,041.56
Month 2 827,229.74 7,981.84
Month 3 669,226.85 7,088.65
Month 4 259,749.90 9,247.63
Month 255,021.84 8,575.29
------------ ---------
Total Accrued Government Interest 2,438,265.13 34,934.97
(x) Accrued Borrower Interest
Month 1 617,136.51 66.08 182,759.31 920,132.92
Month 2 1,355,505.62 230.43 367,826.71 1,677,393.39
Month 3 1,730,924.62 223.01 394,752.20 1,816,102.08
Month 4 2,287,418.53 233.68 470,522.94 1,880,843.63
Month 5 2,212,959.49 233.66 550,246.36 1,997,152.18
------------ ------ ------------ -------------
Total Accrued Borrower Interest 8,203,944.77 986.86 1,966,107.52 8,291,624.20
Total Accrued Interest 10,642,209.90 986.86 2,001,042.49 8,291,624.20
(xi) Ending Interest Balance $7,501,521.35 $4,846.96 $950,927.64 $36,724,896.59
</TABLE>
<TABLE>
<CAPTION>
GLHEC
KAL PRIVATE ACCT BET CASH
LOANS CONSOLIDATIONS TOTAL INCREASE/(DECREASE)
----- -------------- ----- -------------------
<S> <C> <C> <C> <C>
B. INTEREST
(i) Beginning Interest $3,681,657.95 $119,011.87 $52,561,120.67
(ii) Cash Payments Received
Month 1 (339,900.82) (44,687.73) (986,629.64)
Month 2 (342,629.79) (108,291.52) (1,494,265.60)
Month 3 (381,874.19) (97,137.65) (1,826,400.89)
Month 4 (426,302.54) (106,741.27) (2,208,110.07)
Month 5 (513,212.27) (120,850.13) (2,669,091.90)
-------------- ------------ --------------
Total Cash Received (2,003,919.61) (477,708.30) (9,184,498.10) $9,184,498.10
(iii) Claim and Liquidation Payments Received
Month 1 0.00 0.00 0.00
Month 2 0.00 0.00 0.00
Month 3 0.00 (604.71) (604.71)
Month 4 0.00 0.00 (442.62)
Month 5 0.00 0.00 0.00
---- ---- -----
Claims 0.00 (604.71) (1,047.33) $1,047.33
Excess TERI Claims $0.00
(iv) Consolidation within the Trust
Month 1 0.00 (56.63) (8,357.28)
Month 2 0.00 56.63 (167,199.35)
Month 3 0.00 0.00 (396,571.27)
Month 4 0.00 0.00 (94,812.37)
Month 5 0.00 (123.66) (118,590.27)
---- -------- ------------
Total Consolidations Within 0.00 (123.66) (785,530.54)
(v) Additional Fundings
Month 1 0.00 0.00 7.56
Month 2 0.00 0.00 8,736,131.13
Month 3 0.00 0.00 0.00
Month 4 0.00 0.00 0.00
Month 5 0.00 0.00 0.00
---- ---- ----
Total Additional Fundings 0.00 0.00 8,736,138.69
NON CASH ADJUSTMENTS
(vi) Capitalized Interest
Month 1 (167,442.69) (4,357.92) (951,570.12)
Month 2 (126,254.58) (2,013.62) (767,747.87)
Month 3 (1,979,604.64) (7,204.48) (16,006,208.90)
Month 4 (1,596,055.75) (1,127.18) (8,050,366.95)
Month 5 (26,355.29) (834.56) (1,029,210.05)
-------------- ---------- --------------
Total Capitalized Interest (3,895,712.95) (15,537.76) (26,805,103.89)
(vii) Recorded DOE Interest Subsidy Payments
Total DOE Receivable (Month 2) (429,078.36)
Total DOE Receivable (Month 5) (1,780,524.61)
(viii) Other Adjustments (net)
Month 1 (1,501.77) (3.25) (8,161.30)
Month 2 (875.59) (128.94) (54,340.28)
Month 3 (1,905.26) 29.33 (38,059.32)
Month 4 (6,684.18) 0.15 (195,439.12)
Month 5 (13,613.88) 3.88 (386,764.10) ($355,137.65)
----------- ----- ------------
Total Other Adjustments (24,580.68) (98.83) (682,764.12)
(ix) Accrued Government Interest
Month 1 429,078.36
Month 2 835,211.58
Month 3 676,315.50
Month 4 268,997.53
Month 263,597.13
------------
Total Accrued Government Interest 2,473,200.10
(x) Accrued Borrower Interest
Month 1 666,715.70 59,985.43 2,446,795.95
Month 2 693,931.93 117,648.22 4,212,536.30
Month 3 678,102.12 113,971.69 4,734,075.72
Month 4 714,692.95 118,996.82 5,472,708.55
Month 5 740,333.01 129,432.32 5,630,357.02
------------ ---------- -------------
Total Accrued Borrower Interest 3,493,775.71 540,034.48 22,496,473.54
Total Accrued Interest 3,493,775.71 540,034.48 24,969,673.64
(xi) Ending Interest Balance $1,251,220.42 $164,973.09 $46,598,386.05 $8,830,407.78
</TABLE>
<PAGE> 42
Page 3
KEYCORP STUDENT LOAN TRUST 1999-B
QUARTERLY SERVICING REPORT
COLLECTION PERIOD - SEPTEMBER 1, 1999, THROUGH JANUARY 31, 2000
Adjustments to Payment Period
<TABLE>
<CAPTION>
<S> <C> <C> <C>
C. IDENTIFIED TIMING DIFFERENCES/ADJUSTMENTS
(i) Collection Trust Account Balance - Interest Collections
(a)DOE form 799 Interest Subsidy Payments (quarterly Received) - 09/99 429,078.36
(b)DOE Form 799 Special Allowance Payments (quarterly) - 09/99 0.00
(c)DOE form 799 Lender Fee Payments (quarterly) - 09/99 0.00
(d)DOE Consolidation Rebate Fee (monthly)
Less: Month 1 int. rebate to DOE on consl. loans (36,301.07)
Less: Month 2 int. rebate to DOE on consl. loans (45,971.79)
Less: Month 3 int. rebate to DOE on consl. loans (53,988.71)
Less: Month 4 int. rebate to DOE on consl. loans (57,722.16)
Less: Month 5 int. rebate to DOE on consl. loans (78,340.15)
-----------
Net Government Interest Received $156,754.48
(ii) Principal Payments Adjustments Due to Consolidation:
Month 1 - Consolidation activity 154,264.20
Month 2 - Consolidation activity (832,857.89)
Month 3 - Consolidation activity (220,547.96)
Month 4 - Consolidation activity (391,285.45)
Month 5 - Consolidation activity (107,123.90)
------------
($1,397,551.00)
(iii) Other Principal/Interest adjustments:
(a) Principal
$0.00
Interest
$0.00
(b) Principal
$0.00
(c) Late Fees Mo. 1 1,006.00
Mo. 2 1,235.34
Mo. 3 1,698.65
Mo. 4 5,347.42
Mo. 5 8,982.02
--------
$18,269.43
(c) Net Realized Losses for Quarter (Reinsurance Write Off)
Mo. 1 0.00
Mo. 2 0.00
Mo. 3 0.00
Mo. 4 0.00
Mo. 5 0.00
----
$0.00
(d) Recoveries on previously Liquidated Loans for Quarter
$ - $ - 0.00
0.00
0.00 $0.00
----
(iv) Release Remaining Funds
(a) Prefunding 0.00 $0.00
TOTAL TIMING DIFFERENCES ($1,222,527.09)
NOTIFICATION OF NON-CASH REALIZED LOSSES
Non Guaranteed Loans for Mo (Charged Off) Mo. 1 (53,905.73)
Non Guaranteed Loans for Mo (Charged Off) Mo. 2 (41,402.36)
Non Guaranteed Loans for Mo (Charged Off) Mo. 3 (44,927.88)
Non Guaranteed Loans for Mo (Charged Off) Mo. 4 (178,884.97)
Non Guaranteed Loans for Mo (Charged Off) Mo. 5 (361,099.73)
------------
(680,220.67)
</TABLE>
<PAGE> 43
Page 4
KEYCORP STUDENT LOAN TRUST 1999-B
QUARTERLY SERVICING REPORT
<TABLE>
<CAPTION>
<S> <C>
COLLECTION PERIOD - SEPTEMBER 1, 1999, THROUGH JANUARY 31, 2000
I. ORIGINAL DEAL PARAMETERS
(A) Original Total Bonds 1,000,000,000.00
(B) Original Pool Balance $742,794,276.40
(C) Original Prefunding Account Balance $235,202,525.00
(D) Subsequent Pool Prefunding Sub-account Deposit $175,202,525.00
(E) Other Additional Funding Subaccount Deposit $60,000,000.00
(F) Original Class A1 Note Percentage 28.00%
(G) Original Class A1 Note Balance $280,000,000.00
(H) Class A1 Note Margin 0.28%
(I) Original Class A2 Note Percentage 62.50%
(J) Original Class A2 Note Balance $625,000,000.00
(K) Class A2 Note Margin 0.43%
(L) Original Class M Note Percentage 3.00%
(M) Original Class M Note Balance $30,000,000.00
(N) Class M Note Margin 0.70%
(O) Original Certificate Percentage 6.50%
(P) Original Certificate Balance $65,000,000.00
(Q) Certificate Margin 0.90%
(R) Reserve Account
(i) Reserve Account Initial Deposit $17,500,000.00
(ii) Reserve Account Initial Deposit Percentage 1.75%
(iii)Specified Reserve Account Balance Percentage 1.75%
(iv) Required Reserve Account Floor Percentage 0.20%
(v) Required Reserve Account Floor $2,000,000.00
(S)Master Servicing Fee Percentage 0.50%
(T)Initial Deposit to Collections $12,803,199.00
(U)Maximum TERI Payments Percentage 19%
II. INPUTS FROM PREVIOUS QUARTERLY SERVICER REPORT
(A) Pool Balance $0.00
(i) Initial Pool Balance $742,794,276.40
(ii) Subsequent Pool Pre-Funded Subaccount Balance $175,202,524.95
(B) Other Additional Funding Subaccount Balance $60,000,000.00
(C) Reserve Account Balance $17,500,000.00
(D) Cap Account Balance $0.00
(E) Class A1 Notes
(i) Balance $280,000,000.00
(ii) Pool Factor 1.0000000
(iii)Principal Shortfall 0.00
(iv) Interest Shortfall 0.00
(v) Expected Balance [II.(D)(i-iii))] 280,000,000.00
(vi) Class A1 Note Interest Index Carryover 0.00
(F) Class A2 Notes
(i) Balance $ 625,000,000.00
(ii) Pool Factor 1.0000000
(iii)Principal Shortfall 0.00
(iv) Interest Shortfall 0.00
(v) Expected Balance [II.(E)(i-iii))] $ 625,000,000.00
(vi) Class A2 Note Interest Index Carryover 0.00
(G) Class M Notes
(i) Balance $ 30,000,000.00
(ii) Pool Factor 1.0000000
(iii)Principal Shortfall 0.00
(iv) Interest Shortfall 0.00
(v) Expected Balance [II.(E)(i-iii))] $ 30,000,000.00
(vi) Class M Note Interest Index Carryover 0.00
(H) Certificates
(i) Balance $ 65,000,000.00
(ii) Pool Factor 1.0000000
(iii)Principal Shortfall 0.00
Was Certificate interest distribution short last quarter? N
(iv) Interest Shortfall 0.00
(v) Expected Balance [II.(F)(i-iii))] $ 65,000,000.00
(vi) Certificate Interest Index Carryover 0.00
</TABLE>
<PAGE> 44
Page 5
KEYCORP STUDENT LOAN TRUST 1999-B
Quarterly Servicing Report
Collection Period - September 1, 1999, through January 31, 2000
<TABLE>
<S> <C> <C>
(I) Unpaid Servicing Fees
(J) Unpaid Administration Fees
(K) Cumulative TERI Claims Ratio
(L) Cumulative HICA Claims Ratio
(M) Cumulative Non-Guaranteed Claims Ratio
III. INTEREST/SERVICING FEE CALCULATION
(A) Reset Date SEP 30-
NOV 25
-------
(B) Three Month LIBOR 5.50875%
(C) Actual Days in Month 57
(D) Days in Year
(E) Weighted Average LIBOR Rate
(F) 3-Month Libor of the Preceding Determination Date
(G) (i) 3-Month Libor of the Preceding Determination Date Less than
LIBOR Rate by 100 Basis Points?
(ii) Does Student Loan Rate Need to be Calculated?
(H) Borrower Interest Accrued
(I) Interest Subsidy Payments Accrued
(J) SAP Payment Accrued
(K) Reinvestment Earnings [V.(C)+(D)+(E)+(F)+(G)+(H)]
(L) Expected Interest Collections [III(H)+(I)+(J)+(K)]
(M) Servicing Fee Accrued [V.(A)]
(N) Administration Fee Accrued [V.(B)]
(O) Student Loan Rate
(P) [(Days in Year/Days in Period)*(III((L)-(M)-(N))/Beginning Bond
Balance)]
(Q) (i) Class A1 Note Student Loan Rate
(ii) Class A1 Note Index-based Interest Rate
(iii) Class A1 Note Interest Rate
(R) (i) Class A2 Note Student Loan Rate
(ii) Class A2 Note Index-based Interest Rate
(iii) Class A2 Note Interest Rate
(S) (i) Class M Note Student Loan Rate
(ii) Class M Note Index-based Interest Rate
(iii) Class M Note Interest Rate
(T) (i) Certificate Student Loan Rate
(ii) Certificate Index-based Interest Rate
(iii) Certificate Interest Rate
IV. QUARTERLY PORTFOLIO PERFORMANCE INPUTS
(A) Total Interest Collections (Payments, Claims, Liquidation's,
Adjustments) [B.(ii)+(iii) +C.(iii)(a)+(d)]
(B) Total Principal Collections (including Claim Payments and
Liquidation's) [A.(ii)+(iii)+IV.(S)]
(C) Adjustments to Principal Balance [C.(ii)+(iii)(a)+(b)]
(D) Consolidations Origination Fees [C.(i)(d)]
(E) Repurchases of Loans from Guarantors
(F) Amounts Owed to the DOE or Borrowers [C.(i)(c)]
(G) SAP & Subsidy Payments [C.(i)(a)+(b)]
MONTH 1 MONTH 2 MONTH 3 MONTH 4
(H) Late Fees 1,006.00 1,235.34 1,698.65 5,347.42
(I) Recoveries on Previously Liquidated
Student Loans
(J) Consolidations within the Trust 0.00 2,896,903.75 7,588,284.22 9,819,748.25
(K) New Consolidation Loans 0.00 1,685,988.41 1,704,285.72 2,451,853.51
(L) Subsequent Pool Loans using Other
Prefunding 332,308.29 1,533,050.07
(M) Serial Loan Purchases 0.00 0.00 0.00 0.00
(O) Supplemental Guarantee Fees Capitalized 0.00 166,584.24 226,511.05 1,699.45
(P) Subsequent Pool Transferred to Trust 0.00 175,202,524.95
(Q) New Consolidation Loans Using Subsequent
Pool Prefunding
(R) Subsequent Pool Premium
(S) Release of Remaining Prefunding
(T) Realized Losses
(U) Realized Loss Amount
V. INPUTS FROM OTHER SOURCES
(A) Master Servicing Fee 309,797.58 383,293.50 381,908.72 380,008.82
(B) Administration Fee
(C) Collection Account Reinvestment Income 0.00 53,150.54 90,328.20 122,573.99
(D) Reserve Account Reinvestment Income 0.00 61,461.83 70,393.39 67,316.40
(E) Subsequent Pool Prefunding Account
Reinvestment Income 0.00 614,443.19 108,589.58 1,479.03
(F) Other Additional Funding Account
Reinvestment Income 0.00 210,757.86 228,615.06 210,116.41
(G) Escrow Account Reinvestment Income 0.00 3,654.50 7,612.04 14,869.62
(H) Cap Account Reinvestment Income 0.00 0.00 0.00 0.00
---- ---- ---- ----
(I) Interest Income Subtotal
[V(D)+(E)+(F)+(G)+(H)] 0.00 943,467.92 505,538.27 416,355.45
(J) Balance Deposited by Seller 12,803,199.00 0.00 0.00 0.00
(K) Deposit from Cap Provider
</TABLE>
<TABLE>
<S> <C> <C> <C>
(I) Unpaid Servicing Fees 0.00
(J) Unpaid Administration Fees 0.00
(K) Cumulative TERI Claims Ratio 0.00%
(L) Cumulative HICA Claims Ratio 0.00%
(M) Cumulative Non-Guaranteed Claims Ratio 0.00%
III. INTEREST/SERVICING FEE CALCULATION RATE
(A) Reset Date NOV 26-
FEB 24 PERIOD
------- ------
(B) Three Month LIBOR 6.10125%
(C) Actual Days in Month 91 148
(D) Days in Year 360
(E) Weighted Average LIBOR Rate 5.8730574%
(F) 3-Month Libor of the Preceding Determination Date 5.5087500%
(G) (i) 3-Month Libor of the Preceding Determination Date Less than
LIBOR Rate by 100 Basis Points? N
(ii) Does Student Loan Rate Need to be Calculated? N
(H) Borrower Interest Accrued $22,496,473.54
(I) Interest Subsidy Payments Accrued $156,754.48
(J) SAP Payment Accrued $0.00
(K) Reinvestment Earnings [V.(C)+(D)+(E)+(F)+(G)+(H)] $2,329,856.21
(L) Expected Interest Collections [III(H)+(I)+(J)+(K)] $24,983,084.23
(M) Servicing Fee Accrued [V.(A)] $1,834,579.68
(N) Administration Fee Accrued [V.(B)] $3,000.00
(O) Student Loan Rate 0.00000%
(P) [(Days in Year/Days in Period)*(III((L)-(M)-(N))/Beginning Bond
Balance)] 366 5.72382%
(Q) (i) Class A1 Note Student Loan Rate 6.00382%
(ii) Class A1 Note Index-based Interest Rate 6.15306%
(iii) Class A1 Note Interest Rate 6.15306%
(R) (i) Class A2 Note Student Loan Rate 6.15382%
(ii) Class A2 Note Index-based Interest Rate 6.30306%
(iii) Class A2 Note Interest Rate 6.30306%
(S) (i) Class M Note Student Loan Rate 6.42382%
(ii) Class M Note Index-based Interest Rate 6.57306%
(iii) Class M Note Interest Rate 6.57306%
(T) (i) Certificate Student Loan Rate 6.62382%
(ii) Certificate Index-based Interest Rate 6.77306%
(iii) Certificate Interest Rate 6.77306%
IV. QUARTERLY PORTFOLIO PERFORMANCE INPUTS
(A) Total Interest Collections (Payments, Claims, Liquidation's,
Adjustments) [B.(ii)+(iii) +C.(iii)(a)+(d)] $9,185,545.43
(B) Total Principal Collections (including Claim Payments and
Liquidation's) [A.(ii)+(iii)+IV.(S)] $27,511,550.70
(C) Adjustments to Principal Balance [C.(ii)+(iii)(a)+(b)] ($1,397,551.00)
(D) Consolidations Origination Fees [C.(i)(d)] $272,323.88
(E) Repurchases of Loans from Guarantors $0.00
(F) Amounts Owed to the DOE or Borrowers [C.(i)(c)] $0.00
(G) SAP & Subsidy Payments [C.(i)(a)+(b)] $429,078.36
QTR END TOTAL
(H) Late Fees 8,982.02 $18,269.43
(I) Recoveries on Previously Liquidated
Student Loans $0.00
(J) Consolidations within the Trust 12,400,191.75 $32,705,127.97
(K) New Consolidation Loans 3,598,859.90 $9,440,987.54
(L) Subsequent Pool Loans using Other
Prefunding $1,865,358.36
(M) Serial Loan Purchases 0.00 $0.00
(O) Supplemental Guarantee Fees Capitalized 112,366.77 $507,161.51
(P) Subsequent Pool Transferred to Trust $175,202,524.95
(Q) New Consolidation Loans Using Subsequent
Pool Prefunding
(R) Subsequent Pool Premium $0.00
(S) Release of Remaining Prefunding $0.00
(T) Realized Losses $680,220.67
(U) Realized Loss Amount $0.00
V. INPUTS FROM OTHER SOURCES
(A) Master Servicing Fee 379,571.05 $1,834,579.68
(B) Administration Fee $3,000.00
(C) Collection Account Reinvestment Income 167,686.76 $433,739.49
(D) Reserve Account Reinvestment Income 68,940.22 $268,111.84
(E) Subsequent Pool Prefunding Account
Reinvestment Income 1,474.95 $725,986.75
(F) Other Additional Funding Account
Reinvestment Income 205,997.37 $855,486.70
(G) Escrow Account Reinvestment Income 20,395.27 $46,531.43
(H) Cap Account Reinvestment Income 0.00 $0.00
----
(I) Interest Income Subtotal
[V(D)+(E)+(F)+(G)+(H)] 464,494.57 $2,329,856.21
(J) Balance Deposited by Seller 0.00 $12,803,199.00
(K) Deposit from Cap Provider $0.00
</TABLE>
<PAGE> 45
Page 6
KEYCORP STUDENT LOAN TRUST 1999-B
QUARTERLY SERVICING REPORT
COLLECTION PERIOD - SEPTEMBER 1, 1999, THROUGH JANUARY 31, 2000
<TABLE>
<CAPTION>
VI. PORTFOLIO CHARACTERISTICS
(A)CHARACTERISTICS OF PORTFOLIO AT BEGINNING OF PERIOD Balances as of October 31, 1999
# OF % OF
WAC WAM LOANS LOANS
--- --- ----- -----
<S> <C> <C> <C> <C>
Stafford Loans 7.01% 119.29 49,483 58.27%
SLS Loans 7.98% 52.48 3 0.00%
Federal Consolidation Loans 7.92% 324.55 2,164 2.55%
Private Loans 7.87% 252.88 32,732 38.54%
KAL Not Available 0.00%
Private Consolidation Loans 8.24% 343.48 544 0.64%
------ -------
TOTAL 7.42% 188.96 84,926 100.00%
# OF % OF
WAC WAM LOANS LOANS
--- --- ----- -----
In School 7.11% 177.58 2,088 2.46%
Grace 7.21% 174.41 54,895 64.64%
Deferral 7.65% 206.27 8,782 10.34%
Forbearance 7.82% 189.00 4,739 5.58%
Repayment 7.89% 226.38 14,422 16.98%
------ ------
TOTAL 7.43% 188.96 84,926 100.00%
(B) CHARACTERISTICS OF REMAINING PORTFOLIO - STUDENT LOAN
# OF % OF
WAC WAM LOANS LOANS
--- --- ----- -----
Stafford Loans 7.41% 119.45 49,483 46.70%
SLS Loans 7.98% 82.31 3 0.00%
Federal Consolidation Loans 7.71% 324.62 3,341 3.15%
Private Loans 8.44% 247.61 32,732 30.89%
KAL 8.93% 137.52 19,830 18.72%
Private Consolidation Loans 8.83% 340.49 565 0.53%
------- -------
TOTAL 7.97% 189.33 105,954 100.00%
# OF % OF
WAC WAM LOANS LOANS
--- --- ----- -----
In School 7.67% 163.28 4,875 4.60%
Grace 8.39% 240.31 23,012 21.72%
Deferral 7.63% 195.92 10,923 10.31%
Forbearance 7.76% 162.46 12,146 11.46%
Repayment 7.96% 174.33 54,998 51.91%
------- -------
TOTAL 7.98% 189.33 105,954 100.00%
# OF % OF LNS IN
DELINQUENCY LOANS REPAYMENT
----- -----------
30-60 Days Delinquent 4,387 7.98%
61-90 Days Delinquent 1,020 1.85%
91-120 Days Delinquent 305 0.55%
More than 120 Days Delinquent 437 0.79%
Claims Filed Awaiting Payment 29 0.05%
----- ------
Total 6,178 11.23%
</TABLE>
<TABLE>
<CAPTION>
VI. PORTFOLIO CHARACTERISTICS
(A)CHARACTERISTICS OF PORTFOLIO AT BEGINNING OF PERIOD
CHECK WAC/WAM PRIN TO OUTSTANDING PRIN
ACRD INT. % OF BAL.
$ AMOUNT TO BE CAP'D & INT. CAP
-------- ----------- ----------
<S> <C> <C> <C>
Stafford Loans 406,437,111.77 25,035,233.57 52.65%
SLS Loans 34,000.26 6,564.44 0.00%
Federal Consolidation Loans 57,291,753.17 363,100.51 7.04%
Private Loans 280,919,984.13 32,573,618.18 38.26%
KAL Not Available 0.00%
Private Consolidation Loans 16,813,456.03 3,375.44 2.05%
-------------- ------------- -------
TOTAL 761,496,305.36 57,981,892.14 100.00%
ACRD INT. % OF BAL.
$ AMOUNT TO BE CAP'D & INT. CAP
-------- ----------- ----------
In School 17,842,818 1,855,252 2.40%
Grace 466,383,890 44,831,474 62.38%
Deferral 80,229,020 9,421,350 10.94%
Forbearance 47,491,957 1,873,816 6.02%
Repayment 149,548,621 0 18.25%
------------ ----------- -------
TOTAL $761,496,305 $57,981,892 100.00%
(B) CHARACTERISTICS OF REMAINING PORTFOLIO - STUDENT LOAN
ACRD INT. % OF BAL.
$ AMOUNT TO BE CAP'D & INT. CAP
-------- ----------- ----------
Stafford Loans 379,540,775 5,548,402.67 42.26%
SLS Loans 34,571 4,656.45 0.00%
Federal Consolidation Loans 93,982,831 533,165.54 10.37%
Private Loans 278,799,607 36,229,595.13 34.57%
KAL 97,840,975 1,373,772.54 10.89%
Private Consolidation Loans 17,400,412 2,496.23 1.91%
----------- ------------- -------
TOTAL 867,599,170 43,692,089 100.00%
ACRD INT. % OF BAL.
$ AMOUNT TO BE CAP'D & INT. CAP
-------- ----------- ----------
In School 35,939,467 3,529,017 4.33%
Grace 188,937,959 27,358,351 23.74%
Deferral 104,924,423 9,920,159 12.60%
Forbearance 111,162,606 2,884,561 12.51%
Repayment 426,634,715 0 46.82%
------------ ----------- -------
TOTAL 867,599,170 43,692,088 100.00%
% OF BALANCE
DELINQUENCY $ AMOUNT IN REPAYMENT
--------- ------------
30-60 Days Delinquent $39,702,447 9.31%
61-90 Days Delinquent $9,319,248 2.18%
91-120 Days Delinquent $2,528,373 0.59%
More than 120 Days Delinquent $3,706,003 0.87%
Claims Filed Awaiting Payment $383,149 0.09%
----------- ------
Total $55,639,220 13.04%
</TABLE>
<PAGE> 46
Page 7
KEYCORP STUDENT LOAN TRUST 1999-B
QUARTERLY SERVICING REPORT
COLLECTION PERIOD - SEPTEMBER 1, 1999, THROUGH JANUARY 31, 2000
<TABLE>
<CAPTION>
<S> <C>
(C) Current Year's Cumulative Defaults as a % of Outstanding Loans 0.04%
(D) Current Year's Cumulative Defaults as a % of Loans in Repayment (annual) 0.08%
(E) Cumulative Defaults to Date 0.05%
(F) Cumulative TERI Claims Ratio 0.00%
(G) Cumulative TERI Claims Amount 0.00
(H) Max TERI Guaranteed Default reached. TERI Claims Funds to Seller. N
(I) TERI Trigger Event has occurred N
(J) Cumulative HICA Claims Ratio 0.00%
(K) HICA Trigger Event has occurred N
(L) Cumulative Private Non-Guaranteed Undergraduate Losses Ratio 0.93%
(M) Non-Guaranteed Private Undergraduate Loan Trigger Event N
(N) Cumulative Private Non-Guaranteed Graduate Losses Ratio 0.07%
(O) Non-Guaranteed Private Graduate Loan Trigger Event N
VII. RECONCILIATION OF ACCOUNTS AND DISTRIBUTIONS
(A) RECONCILIATION OF SUBSEQUENT POOL PREFUNDING SUBACCOUNT BALANCE
(i) Beginning Subsequent Pool Prefunding Subaccount Balance [II.(A)(ii)] 175,202,524.95
(ii) Balance of Subsequent Pool Transferred to Trust [IV.(O)} 175,202,524.95
(iii) Balance of Other Additional Loans Transferred to Trust [IV.(P)] $0.00
(iv) Premium Paid to KeyCorp for Subsequent Pool [IV.(Q)] $0.00
(v) Distribution of Remaining Amount $0.00
-----
(vi) Ending Subsequent Pool Prefunding Subaccount Balance [(i)-(ii)-(iii)-(iv)-(v)] $0.00
(B) RECONCILIATION OF OTHER ADDITIONAL PREFUNDING SUBACCOUNT BALANCE (Prefund ends October 2001)
(i) Beginning Prefunding Balance [II.(B)] $60,000,000.00
(ii) Draw from Prefunding to pay Fee, Note or Certificate Holders Interest $0.00
(iii) Realized Loss Draw $0.00
(iv) Draw for Supplemental Guarantee Fees Capitalized [IV.(M)] $507,161.51
(v) Draw for Serial/Subsequent Loan Purchases [IV.(K)+(L)] $1,865,358.36
(vi) Draw for Consolidation Loans [IV.(J)] $9,440,987.54
(vii) Release of Remaining Prefunding Account Balance at End of Prefunding Period [C.(iv)(a)] $0.00
-----
(viii)Ending Other Additional Funding Subaccount Balance [(i)-(ii)-(iii)-(iv)-(v)-(vi)-(vii)] $48,186,492.59
(C) COLLECTION ACCOUNT
(i) (a) Total Interest Collections (Payments, Claim Payments, and Adjustments) [IV.(A)] $9,185,545.43
(b) Total Principal Collections (including Claim Payments and Liquidation's) [IV.(B)+(C)] $26,113,999.70
(c) Consolidation Origination Fees [IV.(D)] $272,323.88
(d) Amounts Owed to the DOE or Borrowers [IV.(F)] $0.00
(e) Interest Guarantee Payments from TERI in excess of the Maximum [B.(iii)] $0.00
(f) Principal Guarantee Payments from TERI in excess of the Maximum [A.(ii)] $0.00
(g) Late Fee Collections Due Seller $18,269.43
(ii) SAP & Subsidy Payments [IV.(G)]] $429,078.36
(iiii)Recoveries on Previously Liquidated Student Loans [IV.(H)] $0.00
(iv) Loans Purchased by Seller &/or Servicer $0.00
(v) Reimbursement for Non-Guaranteed Interest Subsidy & SAP $0.00
(vi) Consolidation Loans $0.00
(vii) Initial Balance Deposited [V.(J)] $12,803,199.00
(viii)Reinvestment Income on Trust Accounts [V.(D)+(E)+(F)+(G)+(H))] $2,329,856.21
(ix) Available Funds [(i)(a)+(b)-(c)-(d)-(e)+(f)-(g) +(ii)+(iii)+(iv)+(v)+(vi)+(vii)+(viii)] $50,607,624.25
(D) PRINCIPAL DISTRIBUTION AMOUNT
(i) Noteholders' Priority Principal Distribution [(I)(iii)] $0.00
(ii) Realized Loss Amount $0.00
(iii) Total Interest Collections [(C)(i)(a)+(d)+(d)+(ii)+(iii)+(viii)] $11,672,156.12
(iv) Master Servicing and Administration Fee [(E)(ii)+(x)] $1,837,579.68
(v) Interest Distribution Amount [(F)(i)(a)+(ii)(a)+(iii)(a)] $25,898,797.22
(vi) Excess Interest [MAX((ii)-(iii)+(iv),0)] $0.00
(vii) Reserve Account Covered Amount [max(0,VII.(G)(vi))] $0.00
(viii)Specified Reserve Account balance [max(I.(O)(v),(II.(D)(i)+(E)(i)+(F)(i))*I.(O)(iii)] $17,500,000.00
(ix) Note Priority Principal Distribution [(I)(iii)] $0.00
(x) Specified Collateral Balance [A(xi)+VII(A)(vi)+(B)(viii)] 959,477,751.59
(xi) Principal Distribution [min((C)(xi)-(i)(e)-(i)(f))-(D)(iii)-(iv),(x))] $22,852,977.92
(xii) Reductions in Principal Balance due to Windfall and Waiving of Balances $0.00
(xiii)Principal Distribution Amount [(xi)+(xii)] $22,852,977.92
</TABLE>
<PAGE> 47
Page 8
KEYCORP STUDENT LOAN TRUST 1999-B
QUARTERLY SERVICING REPORT
COLLECTION PERIOD - SEPTEMBER 1, 1999, THROUGH JANUARY 31, 2000
<TABLE>
<CAPTION>
(E) DISTRIBUTIONS TO SELLER, MASTER SERVICER AND ADMINISTRATOR
<S> <C>
(i) Excess TERI Collections to Seller $0.00
[(C)(i)(e)+(f)]
(ii) Late Fees Collections Due $18,269.43
Seller
(iii) Master Servicing Fee Due $1,834,579.68
[(V.(A))] -------------
(iv) Unpaid Master Servicing Fees $0.00
[II.(I)]
(v) Master Servicing Fee $1,834,579.68
Paid
(vi) Master Servicing Fee Shortfall $0.00
[(iii)+(iv)-(v)]
(vii) Administration Fee Due $3,000.00
[V.(B)]
(viii) Unpaid Administration Fee $0.00
[III.(J)]
(ix) Administration Fee $3,000.00
Paid ---------
(x) Administration Fee Shortfall $0.00
[(vii)+(viii)-(ix))]
(F) DISTRIBUTIONS TO BONDHOLDERS
(i) Class A1 Notes (Final Maturity 08/2007
Distribution)
(a) Interest Due $7,082,852.78
[(II.(E)(i)+(iv))*III.(Q)(ii)*III.(C)/III.(D)]
(b) Interest Paid $7,082,852.78
-------------
(c) Interest Carryover Shortfall $0.00
[(a)-(b)]
(d) Interest Index Carryover Due [max(0,III.(Q)(ii)-(0)),0)III(C)/(D) $0.00
+II.(E)(vi)*(1+III.(Q)(ii)*III(C)/(D))]
(e) Interest Index $0.00
Carryover Paid -----
(f) Interest Index Carryover $0.00
Shortfall [(d)-(e)]
(g) Class A1 Cap Funds Due $0.00
[MAX(MAX(((+II(E)(i)+(iv))*III(Q)(i)*(C)/(D))-((+II(E)(i)+
(vi))*III(Q)(ii)*(C)/(D)),0),0)]
(h) Class A1 Cap Funds Paid $0.00
-----
(i) Class A1 Cap Funds Shortfall $0.00
[(g)-(h)]
(j) Principal Due $22,852,977.92
[min(II.(E)(v),(VII.(D)(xiii))+II.(E)(iii)]
(k) Principal Paid $22,852,977.92
--------------
(l) Principal $0.00
Shortfall [(j)-(k)]
(m) Pre-Funding Account Releases $0.00
(n) Total Distribution Amount $29,935,830.70
[(b)+(d)+(k)+(m)]
(ii) Class A2 Notes (Final Maturity 08/2027
Distribution)
(a) Interest Due $16,195,355.90
[(II(F)(i)+(iv))*III.(R)(iii)*III(C)/III.(D)]
(b) Interest Paid $16,195,355.90
--------------
(c) Interest Carryover Shortfall $0.00
[(a)-(b)]
(d) Interest Index Carryover Due [max(0,III.(R)-(0)),0)III.(C)/(B) $0.00
+II.(E)(vi)*(1+III.(R)*(C)/(B))]
(e) Interest Index $0.00
Carryover Paid -----
(f) Interest Index Carryover $0.00
Shortfall [(d)-(e)]
(g) Class A2 Cap Funds Due $0.00
(h) Class A2 Cap Funds Paid $0.00
(i) Class A2 Cap Funds $0.00
Shortfall
(j) Principal Due $0.00
[min(II.(E)(v),VII.(D)(xii)-(VII.(F)(i)(f)-II.(D)
(iii))),+II.(E)(iii)]
(k) Principal Paid $0.00
(l) Principal Shortfall $0.00
[(g)-(h)] -----
(m) Pre-Funding Account Releases $0.00
(n) Total Distribution Amount $16,195,355.90
[(b)+(e)+(h)+(j)]
(iii) Class M Notes (Final Maturity 08/2029
Distribution)
(a) Interest Due $810,677.08
[(II(E)(i)+(iv))*III.(S)*III.(C)/III.(D)]
(b) Interest Paid $810,677.08
-----------
(c) Interest Carryover Shortfall $0.00
[(a)-(b)]
(d) Interest Index Carryover Due [max(0,III.(R)-(0)),0)III.(C)/(B) $0.00
+II.(E)(vi)*(1+III.(R)*(C)/(B))]
(e) Interest Index $0.00
Carryover Paid -----
(f) Interest Index Carryover $0.00
Shortfall [(d)-(e)]
(g) Class M Cap Funds $0.00
Due
(h) Class M Cap Funds $0.00
Paid
(i) Class M Cap Funds $0.00
Shortfall
(j) Principal Due $0.00
[min(II.(E)(v),VII.(D)(xii)-(VII.(F)(i)(f)-II.(D)
(iii))),+II.(E)(iii)]
(k) Principal Paid $0.00
-----
(l) Principal Shortfall $0.00
[(g)-(h)]
(m) Pre-Funding Account Releases $0.00
(n) Total Distribution Amount $810,677.08
[(b)+(e)+(h)+(j)]
(iv) Certificates (Final Maturity11/2036
Distribution Date)
(a) Interest Due $1,809,911.46
[(II(F)(i)+(iv))*III.(U)*III.(C)/III.(D)]
(b) Interest Paid $1,809,911.46
-------------
(c) Interest Carryover Shortfall $0.00
[(a)-(b)]
(d) Interest Index Carryover Due $0.00
[II.(F)(i)*max(0,(III.(T)-(O))*III.(C)/(D)*II(F)(vi)*
(1+(III.(T)*III.(C)/(D))]
(e) Interest Index $0.00
Carryover Paid -----
(f) Interest Index Carryover $0.00
Shortfall [(d)-(e)]
(g) Certificate Cap Funds $0.00
Due
(h) Certificate Cap Funds $0.00
Paid
(i) Certificate Cap Funds $0.00
Shortfall
(j) Principal Due $0.00
[min(II.(F)(v),VII.(D)(xii)-(VII.(F)(i)(f)-II.(D)
(iii)+VII.(F)(ii)(f)-II.(E)(iii)))+II.(F)(iii)]
(k) Principal Paid $0.00
-----
(l) Principal $0.00
Shortfall [(j)-(k)]
(m) Total Distribution Amount $1,809,911.46
[(b)+(e)+(h)]
</TABLE>
<PAGE> 48
<TABLE>
Page 9
KEYCORP STUDENT LOAN TRUST 1999-B
Quarterly Servicing Report
Collection Period - September 1, 1999, through January 31, 2000
<S> <C>
(G)RECONCILIATION OF RESERVE ACCOUNT ("RA")
(i) Beginning RA Balance [II.(C)] $17,500,000.00
(ii) RA Draws $0.00
(iii) Realized Loss Draw $0.00
(iv) RA Balance Prior to Release [(i)-(ii)+(iii)] $17,500,000.00
(v) Specified Reserve Account Balance [VII.(D)(viii)] $17,500,000.00
(vi) Deposit required to Reach Specified Reserve Account balance [(v)-(iv)] $0.00
(vii) Release from Reserve Account [max(0,(v)-(iv)] $0.00
(viii) Ending RA Balance [(iv)+(vi)-(vii)] $17,500,000.00
(H)RECONCILIATION OF CAP ACCOUNT
(i) Beginning Cap Account Balance [II.(C)] $0.00
(ii) Deposit from Cap Provider $0.00
(iii) Draw from Cap Account $0.00
(iv) Reimbursement to Cap Provider $0.00
(v) Ending Cap Account Balance [(iv)+(vi)-(vii)] $0.00
(I)RECONCILIATION OF COLLECTION ACCOUNT
(i) Available Funds [VII.(C)(xi)] $50,607,624.25
(ii) Release to Seller for Late Fee Collections $18,269.43
(iii) Releases to Seller for Excess TERI Collections [VII.(C)(i)(e)+(f)] $0.00
(iv) Master Servicing Fee Paid [VII.(E)(iv)] $1,834,579.68
(v) Administration Fee Paid [VII.(E)(xi)] $3,000.00
(vi) Noteholders Distribution Amount [VII.(G)(i)(k)+(ii)(k)] $46,941,863.68
(vii) Certificateholders Distribution Amount [VII.(F)(iii)(j)] $1,809,911.46
(viii) Prefunding Account Releases [VII.(A)(v)+(B)(vi)] $0.00
(ix) Prefunding Account Draw $0.00
(x) RA Draws [VII.(G)(ii)] $0.00
(xi) Releases of Cash Initially in the Reserve Account [max(0,VII.(G)(i)-(ii)+(viii))] $0.00
(xii) Cap Account Draw $0.00
(xiii) Reimburse Cap Provider $0.00
(xiv) Releases to Key Bank USA [VII.(H)(i)-(ii)-(iii)-(iv)-(v)-(vi)-(vii)+(viii)+(ix)+(x)] ($0.00)
(xv) Ending Collection Account Balance [(iv)+(vi)-(vii)] $0.00
(J)Noteholders' Priority Principal Distribution
(i) Note Balance after Distribution $912,147,022.08
(ii) Note Collateralization Amount $959,634,506.07
---------------
(iii) Noteholders' Priority Principal Distribution [max((I)(i)-(ii),0)] $0.00
(K)POOL BALANCES AND PORTFOLIO INFORMATION Beginning End
of Period of Period
------------------------- -------------------------
(i) Total Security (Bond) Balance $1,000,000,000.00 $977,147,022.08
(ii) Pool Balance $742,794,276.40 $911,291,259.00
(iii) Class A1 Note Balance $280,000,000.00 $257,147,022.08
(iv) Class A1 Pool Factor 1.0000000 0.9183822
(v) Class A1 Note Principal Shortfall $0.00 $0.00
(vi) Class A2 Note Balance $625,000,000.00 $625,000,000.00
(vii) Class A2 Pool Factor 1.0000000 1.0000000
(viii) Class A2 Note Principal Shortfall $0.00 $0.00
(ix) Class M Note Balance $ 30,000,000.00 $ 30,000,000.00
(x) Class M Pool Factor 1.0000000 1.0000000
(xi) Class M Note Principal Shortfall $0.00 $0.00
(xii) Certificate Balance $65,000,000.00 $65,000,000.00
(xiii) Certificate Pool Factor 1.0000000 1.0000000
(xiv) Certificate Principal Shortfall $0.00 $0.00
(xv) Subsequent Pool Prefunding Subaccount Balance $175,202,524.95 $0.00
(xvi) Other Additional Funding Subaccount Balance $60,000,000.00 $48,186,492.59
</TABLE>
<PAGE> 49
<TABLE>
Page 10
KEYCORP STUDENT LOAN TRUST 1999-B
Quarterly Servicing Report
Collection Period - September 1, 1999, through January 31, 2000
Statement to Certificateholders and Noteholders
<S> <C> <C> <C> <C> <C>
(i) (a) Amount of distribution allocable to principal of the Class A-1 Notes $22,852,977.92
per $1000 face $0.00008162
Principal Carryover Shortfall $0.00
per $1000 face $0.00000000
(b) Amount of distribution allocable to principal of the Class A-2 Notes $0.00
per $1000 face $0.00000000
Principal Carryover Shortfall $0.00
per $1000 face $0.00000000
(c) Amount of distribution allocable to principal of the Class M Notes $0.00
per $1000 face $0.00000000
Principal Carryover Shortfall $0.00
per $1000 face $0.00000000
(d) Amount of distribution allocable to principal of the Certificates $0.00
per $1000 face $0.00000000
Principal Carryover Shortfall $0.00
per $1000 face $0.00000000
(ii) (a) Amount of distribution allocable to interest on the Class A-1 Notes $7,082,852.78
per $1000 face $0.00002530
Amount of distribution allocable to Class A1Noteholders' Interest Index Carryover $0.00
per $1000 face $0.00000000
Outstanding Amount After Distribution $0.00
(b) Amount of distribution allocable to interest on the Class A-2 Notes $16,195,355.90
per $1000 face $0.00002591
Amount of distribution allocable to Class A-2Noteholders' Interest Index Carryover $0.00
per $1000 face $0.00000000
Outstanding Amount After Distribution $0.00
(c) Amount of distribution allocable to interest on the Class M Notes $810,677.08
per $1000 face $0.00002702
Amount of distribution allocable to Class M Noteholders' Interest Index Carryover $0.00
per $1000 face $0.00000000
Outstanding Amount After Distribution $0.00
(d) Amount of distribution allocable to interest on the Certificates $1,809,911.46
per $1000 face $0.00002784
Amount of distribution allocable to Certificateholders Interest Index Carryover $0.00
per $1000 face $0.00000000
Outstanding Amount After Distribution $0.00
(e) Class A-1 Note Interest Rate Student Loan Rate 6.00382% Index Rate 6.15306% 3-Month LIBOR 6.1530574%
(f) Class A-2 Note Interest Rate Student Loan Rate 6.15382% Index Rate 6.30306% 3-Month LIBOR 6.3030574%
(g) Class M Note Interest Rate Student Loan Rate 6.42382% Index Rate 6.57306% 3-Month LIBOR 6.5730574%
(h) Certificate Interest Rate Student Loan Rate 6.62382% Index Rate 6.77306% 3-Month LIBOR 6.7730574%
(iii) (a) Ending Cap Account Balance $0.00
(b) Class A-1 Cap Payment $0.00
Allocable to Interest Index Carryover $0.00
(c) Class A-2 Cap Payment $0.00
Allocable to Interest Index Carryover $0.00
(d) Class M Cap Payment $0.00
Allocable to Interest Index Carryover $0.00
(e) Certificate Cap Payment $0.00
Allocable to Interest Index Carryover $0.00
(iv) Pool Balance $911,291,259.00
(v) (a) Aggregate outstanding principal balance of Class A-1 Notes $257,147,022.08
Note Pool Factor 0.9183822
(b) Aggregate outstanding principal balance of Class A-2 Notes $625,000,000.00
Note Pool Factor 1.0000000
(c) Aggregate outstanding principal balance of Class M Notes $30,000,000.00
Note Pool Factor 1.0000000
(d) Aggregate outstanding principal balance of Certificates $65,000,000.00
Certificate Pool Factor 1.0000000
</TABLE>
<PAGE> 50
<TABLE>
Page 11
KEYCORP STUDENT LOAN TRUST 1999-B
Quarterly Servicing Report
Collection Period - September 1, 1999, through January 31, 2000
Statement to Certificateholders and Noteholders (page 2)
<S> <C>
(vi) (a) Master Servicing Fee paid during Collection Period $1,834,579.68
per $1000 A-1 note face $0.000006552
per $1000 A-2 note face $0.000002935
per $1000 M note face $0.000061153
per $1000 certificate face $0.000028224
(b) Administration Fee paid $3,000.00
per $1000 A-1 note face $0.000000011
per $1000 A-2 note face $0.000000005
per $1000 M note face $0.000000100
per $1000 certificate face $0.046153846
(vii) Portfolio By Status
(a) In School 4.33%
(b) Grace 23.74%
(c) Deferral 12.60%
(d) Forbearance 12.51%
(e) Repayment 46.82%
(viii) (a) Aggregate Realized Losses $680,220.67
(b) Realized Loss Amount $0.00
(c) Amount of Loans 30-60 Days Delinquent $39,702,447.38
(d) Amount of Loans 61-90 Days Delinquent $9,319,248.10
(e) Amount of Loans 91-120 Days Delinquent $2,528,373.13
(f) Amount of Loans More than 120 Days Delinquent $3,706,002.83
(g) Amount of Loans Claims Filed Awaiting Payment $383,148.65
(ix) (a) Reserve Account balance $17,500,000.00
(b) Draw for this Distribution Date $0.00
(c) Realized Loss Draw $0.00
(x) (a) Other Additional Prefunding Subaccount balance $48,186,492.59
(b) Draw for this Distribution Date $0.00
(c) Realized Loss Draw $0.00
(xi) Subsequent Prefunding Subaccount balance $0.00
(xii) Prefunding Account release to Noteholders $0.00
(xiii) Aggregate Purchased Loans for Collection Period $187,016,032.36
(xiv) (a) Excess TERI Collections to Seller $0.00
(b) Cumulative TERI Payments Percentage 0.00%
(xv) Parity Percentage 98.19%
</TABLE>
<PAGE> 51
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Banker's Trust Company
Four Albany Street
New York, NY 10006
ATTN: Corporate Trust & Agency Group
Structured Finance
(212) 250-6501
FAX (212) 250-6439
RE: Distribution Date: February 25, 2000
<TABLE>
Pursuant to Section 5.05(c),5.06 and 5.08(c) of the Sale and Servicing Agreement, Bankers Trust Company is instructed to
make the following distribution on February 25, 2000 from funds on deposit in the KeyCorp Student
Loan Trust 1999-B Collection Account # 35-214-100-8867
<S> <C>
(i) KeyBank, USA, NA
TERI Guarantee Payments in Excess of the Maximum TERI Payments Amount $0.00
(ii) KeyBank National Association, as Master Servicer:
January Servicer Payment $ 379,571.05
(iii) KeyBank National Association, as Administrator: $ 3,000.00
(iv) (a) Class A-1 Noteholders Interest Distribution Amount: $ 7,082,852.78
(b) Class A-2 Noteholders Interest Distribution Amount: $16,195,355.90
(v) Class M Noteholders Interest Distribution Amount: $ 810,677.08
(vi) Certificateholders Interest Distribution Amount: $ 1,809,911.46
(vii) Reserve Account representing the amount necessary to reinstate the balance of
the Reserve Account up to the Specified Reserve Account Balance: $0.00
(viii) (a) Class A-1 Noteholders Principal Distribution Amount: $22,852,977.92
(b) Class A-2 Noteholders Principal Distribution Amount: $0.00
(b) Class M Noteholders Principal Distribution Amount: $0.00
(ix) Certificateholders Principal Distribution Amount: $0.00
Payment Instructions: Wire transfer to :
Bank One, National Association
ABA #071000013
Account #4811-5377
ATTN: J. Kinney
</TABLE>
<PAGE> 52
<TABLE>
Page 2
<S> <C>
(x) (a) (1) Class A-1 Noteholders Interest Index Carryover: $0.00
(2) Class A-1 Cap Funds Allocable to Interest Index Carryover $0.00
(b) (1) Class A-2 Noteholders Interest Index Carryover: $0.00
(2) Class A-2 Cap Funds Allocable to Interest Index Carryover $0.00
(xi) (1) Class M Noteholders Interest Index Carryover: $0.00
(2) Class M Cap Funds Allocable to Interest Index Carryover $0.00
(xii) (1) Certificateholders Interest Index Carryover: $0.00
(2) Certificate Funds Allocable to Interest Index Carryover $0.00
(xiii) Reimburse Cap Provider for prior Cap Payments $0.00
(xiv) Available Funds remaining after the application of clauses (i) through (xiii) to Seller: ($0.00)
Pursuant to Section 5.02 of the Sale and Servicing Agreement, the Administrator will deposit appropriate funds in
the KeyCorp Student Loan Trust 1999-A Collection Account on February 24, 2000 . Subsequently
a wire transfer from the Collection Account in the amount of $48,751,775.14 will be initiated to the
Indenture Trustee.
</TABLE>
KeyBank, USA, National Association
by:
______________________________
Darlene H. Dimitrijevs, CPA
Date: February 22, 2000 Senior Vice President
by:
______________________________
Sagar Cherukuri
Assistant Vice President
Distribution:
Bank One, National Association
One First National Plaza, Suite 0126
Chicago, IL 60670
ATTN: Corporate Trust Administration
(312) 407-0192
FAX (312) 407-1708
<PAGE> 53
<TABLE>
KEYCORP STUDENT LOAN TRUST 1999-B
NOTEHOLDERS' STATEMENT
pursuant to Section 5.07(b) of Sale and Servicing
Agreement (capitalized terms used herein are defined in Appendix A thereto)
- -------------------------------------------------------------------------------------------------------------------------
Distribution Date: February 25, 2000
<S> <C>
(i) Amount of principal being paid or distributed in respect of the Class A-1 Notes:
$22,852,977.92
--------------------
( $ 0.0000816 , per $1,000 original principal amount of the Notes)
--------------------
(ii) Amount of principal being paid or distributed in respect of the Class A-2 Notes:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(iii) Amount of principal being paid or distributed in respect of the Class M Notes:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(iv) Amount of interest being paid or distributed in respect of the Class A-1 Notes:
$7,082,852.78
--------------------
( $ 0.0000253 , per $1,000 original principal amount of the Notes)
--------------------
(v) Amount of interest being paid or distributed in respect of the Class A-2 Notes:
$16,195,355.90
--------------------
( $ 0.0000259 , per $1,000 original principal amount of the Notes)
--------------------
(vi) Amount of interest being paid or distributed in respect of the Class M Notes:
$810,677.08
--------------------
( $ 0.0000270 , per $1,000 original principal amount of the Notes)
--------------------
(vii) Amount of Noteholders' Interest Index Carryover being or distributed (if any) and amount
remaining (if any):
(1) Distributed to Class A-1 Noteholders:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(2) Distributed to Class A-2 Noteholders:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(3) Distributed to Class M Noteholders:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(4) Balance on Class A-1 Notes:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(5) Balance on Class A-2 Notes:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(6) Balance on Class M Notes:
$0.00
--------------------
( $ - , per $1,000 original principal amount of the Notes)
--------------------
(viii) Payments made under the Cap Agreement on such date: Not Applicable
---------------------------------
( $0.00 with respect to the Class A-1 Notes,
--------------------
( $0.00 with respect to the Class A-2 Notes,
--------------------
( $0.00 with respect to the Class M Notes,
--------------------
(ix) Pool Balance at end of related Collection Period: $911,291,259.00
----------------------------
</TABLE>
<PAGE> 54
<TABLE>
Page 2
<S> <C>
(x) After giving effect to distributions on this Distribution Date:
(a) (1) Outstanding principal amount of Class A-1 Notes: $257,147,022.08
----------------------------
(2) Class A-1 Note Pool Factor: 0.91838222
--------------------
(b) (1) Outstanding principal amount of Class A-2 Notes: $625,000,000.00
----------------------------
(2) Class A-2 Note Pool Factor: 1.00000000
--------------------
(c) (1) Outstanding principal amount of Class M Notes: $30,000,000.00
----------------------------
(2) Class M Note Pool Factor: 1.00000000
--------------------
(d) (1) Outstanding principal amount of Certificates: $65,000,000.00
----------------------------
(2) Certificate Pool Factor: 1.00000000
--------------------
(xi) Note Interest Rate for the Notes:
(a) In general
(1) Three-Month Libor was
5.5087500% for the period from the Closing Date to but excluding 11/26/99 and
---------------
6.1012500% for the period from and including 11/26/99 to but excluding 02/25/2000 and
---------------
(2) The Student Loan Rate was: Not Applicable (1)
--------------------
(b) Note Interest Rate for the Class A-1 Notes: 6.1530574% (Based on 3-Month LIBOR)
---------------
(c) Note Interest Rate for the Class A-2 Notes: 6.3030574% (Based on 3-Month LIBOR)
---------------
(d) Note Interest Rate for the Class M Notes: 6.5730574% (Based on 3-Month LIBOR)
---------------
(xii) (a) Amount of Master Servicing Fee for related Collection Period: $1,834,579.68
-----------------------
$ 0.000006552 , per $1,000 original principal amount of the Class A-1 Notes.
--------------------
$ 0.000002935 , per $1,000 original principal amount of the Class A-2 Notes.
--------------------
$ 0.000061153 , per $1,000 original principal amount of the Class M Notes.
--------------------
(xiii) Amount of Administration Fee for related Collection Period: $3,000.00
-----------------------
$ 0.000000011 , per $1,000 original principal amount of the Class A-1 Notes.
--------------------
$ 0.000000005 , per $1,000 original principal amount of the Class A-2 Notes.
--------------------
$ 0.000000100 , per $1,000 original principal amount of the Class M Notes.
--------------------
(xiv) (a) Aggregate amount of Realized Losses (if any) for the related Collection Period: $680,220.67
--------------------
(b) Delinquent Contracts # Disb. % $ Amount %
30-60 Days Delinquent 4,387 7.98% $ 39,702,447 9.31%
61-90 Days Delinquent 1,020 1.85% $ 9,319,248 2.18%
91-120 Days Delinquent 305 0.55% $ 2,528,373 0.59%
More than 120 Days Delinquent 437 0.79% $ 3,706,003 0.87%
Claims Filed Awaiting Payment 29 0.05% $ 383,149 0.09%
---------- ---------- ----------------------- ----------
TOTAL 6,178 11.23% $ 55,639,220 13.04%
(xv) Amount in the Prefunding Account: $48,186,492.59
--------------------
(xvi) Amount remaining in the Subsequent Pool Pre-Funding Subaccount not used to acquire
Subsequent Pool Student Loans: 0.00
----------
(1)This Calculation not required unless Three-Month LIBOR for such Interest Period is 100 basis points
greater than Three-Month LIBOR of the preceding Determination Date.
</TABLE>
<PAGE> 55
<TABLE>
KEYCORP STUDENT LOAN TRUST 1999-B
CERTIFICATEHOLDERS' STATEMENT
pursuant to Section 5.07(b) of Sale and Servicing
Agreement (capitalized terms used herein are defined in Appendix A thereto)
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
Distribution Date: February 25, 2000
(i) Amount of principal being paid or distributed in respect of the Certificates:
$0.00
----------------------
( $ - , per $1,000 original principal amount of the Notes)
----------------------
(ii) Amount of interest being paid or distributed in respect of the Certificates:
$1,809,911.46
----------------------
( $ 0.0000278 , per $1,000 original principal amount of the Notes)
----------------------
(iii) Amount of Certificateholders' Interest Index Carryover being or distributed (if any) and amount
remaining (if any):
(1) Distributed to Certificateholders:
$0.00
----------------------
( $ - , per $1,000 original principal amount of the Certificates)
----------------------
(2) Balance on Certificateholders:
$0.00
----------------------
( $ - , per $1,000 original principal amount of the Notes)
----------------------
(iv) Payments made under the Cap Agreement on such date: Not Applicable
-------------------------------
( $0.00 with respect to the Certificates,
----------------------
( $0.00 with respect to the Notes,
----------------------
( $0.00 outstanding amount owed to Cap Provider.
----------------------
(v) Pool Balance at end of related Collection Period: $911,291,259.00
--------------------------
(vi) After giving effect to distributions on this Distribution Date:
(a) (1) Outstanding principal amount of Class A-1 Notes: $257,147,022.08
--------------------------
(2) Class A-1 Note Pool Factor: 0.91838222
--------------------
(b) (1) Outstanding principal amount of Class A-2 Notes: $625,000,000.00
--------------------------
(2) Class A-2 Note Pool Factor: 1.00000000
--------------------
(c) (1) Outstanding principal amount of Class M Notes: $30,000,000.00
--------------------------
(2) Class M Note Pool Factor: 1.00000000
--------------------
(d) (1) Outstanding principal amount of Certificates: $65,000,000.00
--------------------------
(2) Certificate Pool Factor: 1.00000000
--------------------
(vii) Certificate Interest Rate:
(a) In general
(1) Three-Month Libor was
5.5087500% for the period from the Closing Date to but excluding 11/26/99 and
-----------------
6.1012500% for the period from and including 11/26/99 to but excluding 02/25/2000 and
-----------------
(2) The Student Loan Rate was: Not Applicable (1)
--------------------
(b) Certificate Interest Rate: 6.7730574% (Based on 3-Month LIBOR)
---------------
(1)This Calculation not required unless Three-Month LIBOR for such Interest Period is 100 basis points
greater than Three-Month LIBOR of the preceding Determination Date.
</TABLE>
<PAGE> 56
<TABLE>
Page 2
<S> <C>
(viii) Amount of Master Servicing Fee for related Collection Period: $1,834,579.68
---------------------
$ 0.000028224 , per $1,000 original principal amount of the Certificates.
----------------------
(ix) Amount of Administration Fee for related Collection Period: $3,000.00
---------------------
$ 0.046153846 , per $1,000 original principal amount of the Certificates.
----------------------
(x) (a) Aggregate amount of Realized Losses (if any) for the related Collection Period: $680,220.67
---------------
(b) Delinquent Contracts # Disb. % $ Amount %
30-60 Days Delinquent 4,387 7.98% $ 39,702,447 9.31%
61-90 Days Delinquent 1,020 1.85% $ 9,319,248 2.18%
91-120 Days Delinquent 305 0.55% $ 2,528,373 0.59%
More than 120 Days Delinquent 437 0.79% $ 3,706,003 0.87%
Claims Filed Awaiting Payment 29 0.05% $ 383,149 0.09%
---------- ---------- --------------------- ----------
TOTAL 6,178 11.23% $ 55,639,220 13.04%
(xi) Amount in the Reserve Account: $17,500,000.00
--------------------
(xii) Amount in the Prefunding Account: $48,186,492.59
--------------------
(xiii) Amount remaining in the Subsequent Pool Pre-Funding Subaccount not used to acquire
Subsequent Pool Student Loans: 0.00
----------
</TABLE>
