<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) December 3, 1997
-----------------------
Key Consumer Acceptance Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-38211 52-1995940
- ------------------------------------- ----------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Key Tower, 127 Public Square, Cleveland, Ohio 44114-1306
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(216) 689-6300
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
Key Auto Finance Trust 1997-2. On December 3, 1997, the registrant made
available to prospective investors a term sheet setting forth a description of
the collateral pool and the proposed structure of $1,062,720,000 aggregate
principal amount of Asset Backed Notes, Class A-1, Class A-2, Class A-3, Class
A- 4, Class A-5, Class A-P, Class B and Class C, of Key Auto Finance Trust
1997-2. The term sheet is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ------------ -----------
Exhibit 99 Term Sheet dated December 3, 1997, with respect to the
proposed issuance of the Asset Backed Notes, Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-P, Class B and
Class C, of Key Auto Finance Trust 1997-2.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KEY CONSUMER ACCEPTANCE CORPORATION
(Registrant)
Dated: December 3, 1997 By: /s/ Craig T. Platt
-------------------------------
Its: President and CEO
-------------------------------
-3-
<PAGE> 4
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT SEQUENTIALLY NUMBERED PAGE
NUMBER
<S> <C> <C>
Exhibit 99 Term Sheet dated December 3, 1997, with respect to 5
the proposed issuance of the Asset Backed Notes,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-P, Class B and Class C, of Key Auto Finance
Trust 1997-2.
</TABLE>
-4-
<PAGE> 1
Exhibit 99
KEY AUTO FINANCE TRUST 1997-2
KEY CONSUMER ACCEPTANCE CORPORATION
SELLER
KEY BANK USA, NATIONAL ASSOCIATION
SERVICER
SUBJECT TO REVISION
TERM SHEET DATED DECEMBER 3, 1997
UNDERWRITERS
CREDIT SUISSE FIRST BOSTON KEY CAPITAL MARKETS, INC.
<PAGE> 2
PROCEEDS OF THE ASSETS OF THE TRUST AND AMOUNTS ON DEPOSIT IN THE RESERVE
ACCOUNT AND THE CLASS C RESERVE ACCOUNT ARE THE SOLE SOURCES OF PAYMENTS ON THE
NOTES. NONE OF THE NOTES REPRESENTS AN INTEREST IN OR OBLIGATION OF, OR IS
INSURED OR GUARANTEED BY, KEY CONSUMER ACCEPTANCE CORPORATION, KEY BANK USA,
NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.
THIS TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION WITH RESPECT TO
THE KEY AUTO FINANCE TRUST 1997-2. THE INFORMATION CONTAINED IN THIS TERM SHEET
IS PRELIMINARY AND WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
APPEARING IN THE PROSPECTUS SUPPLEMENT RELATING TO THE KEY AUTO FINANCE TRUST
1997-2 (THE "PROSPECTUS SUPPLEMENT") AND THE RELATED PROSPECTUS (THE
"PROSPECTUS"). THE INFORMATION CONTAINED IN THIS TERM SHEET ADDRESSES ONLY
CERTAIN LIMITED ASPECTS OF THE NOTES' CHARACTERISTICS, AND DOES NOT PURPORT TO
PROVIDE A COMPLETE ASSESSMENT THEREOF. THE INFORMATION CONTAINED HEREIN
THEREFORE MAY NOT REFLECT THE IMPACT OF ALL STRUCTURAL CHARACTERISTICS OF THE
NOTES OR ANY CHANGES MADE TO THE STRUCTURE OF THE NOTES AFTER THE DATE HEREOF.
ADDITIONAL INFORMATION WILL BE CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. PURCHASERS ARE URGED TO READ BOTH THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
ALTHOUGH A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) RELATING TO THE NOTES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS EFFECTIVE, THE
PROSPECTUS SUPPLEMENT HAS NOT BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE PROSPECTUS SUPPLEMENT WILL BE SO FILED WITHIN TWO BUSINESS DAYS'
OF FIRST USE AS REQUIRED BY SECURITIES AND EXCHANGE COMMISSION RULES. SALES OF
THE NOTES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS TERM SHEET SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THE NOTES IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES OR OTHER APPLICABLE LAWS OF ANY SUCH STATE OR OTHER
JURISDICTION. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.
<PAGE> 3
$1,062,720,000 Asset Backed Notes
Key Auto Finance Trust 1997-2
Key Consumer Acceptance Corporation
Seller
Key Bank USA, National Association
Servicer
Subject to Revision
Term Sheet Dated December 3, 1997
This Term Sheet will be superseded in its entirety by the information appearing
in the Prospectus Supplement and the Prospectus. Capitalized terms used but not
defined herein shall have the meanings specified in the Definitional Appendix
attached hereto. A final Prospectus and Prospectus Supplement may be obtained by
contacting David Kerns at (216) 689-0286 or James Murphy at (212) 325-0380.
<TABLE>
<CAPTION>
<S> <C>
ISSUER...........................Key Auto Finance Trust 1997-2 (the "Trust" or the "Issuer"), a Delaware business
trust established pursuant to a trust agreement (the "Trust Agreement").
SELLER...........................Key Consumer Acceptance Corporation, a Delaware corporation (the "Seller").
SERVICER.........................Key Bank USA, National Association, a national banking association (the "Bank"
or in its capacity as servicer, the "Servicer").
INDENTURE TRUSTEE................Bankers Trust Company, as indenture trustee under the Indenture (the "Indenture
Trustee").
OWNER TRUSTEE....................Chase Manhattan Bank Delaware, as trustee under the Trust Agreement (the
"Owner Trustee").
THE NOTES........................$268,000,000 Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes").
$132,000,000 Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes").
$150,000,000 Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes").
$148,000,000 Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes").
$151,800,000 Class A-5 ___% Asset Backed Notes (the "Class A-5 Notes").
$125,000,000 Class A-P ____% Asset Backed Notes (the "Class A-P Notes"
and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes and the Class A-5 Notes, the "Class A Notes").
$63,620,000 Class B ____% Asset Backed Notes (the "Class B Notes").
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
$24,300,000 Class C ____% Asset Backed Notes (the "Class C Notes").
The Notes will be secured by the assets of the Trust pursuant to the
Indenture.
THE CERTIFICATES................. $17,280,000 _____% Asset Backed Certificates (the "Certificates" and, together
with the Notes, the "Securities"). The Certificates are not being offered hereby.
THE RECEIVABLES.................. On December ___, 1997 (the "Closing Date"), the Trust will purchase from the
Seller a pool of motor vehicle promissory notes and security agreements
and retail installment sale contracts secured by new or used automobiles
or light duty trucks (collectively, the "Receivables"), including rights
to receive certain payments made with respect to such Receivables after
November 30, 1997 (the "Cutoff Date"), security interests in the
vehicles financed thereby (the "Financed Vehicles"), rights under Dealer
Agreements, certain deposit accounts in which collections are held, any
proceeds from claims on insurance policies and the proceeds of the
foregoing, pursuant to a Sale and Servicing Agreement to be dated as of
the Closing Date ( the "Sale and Servicing Agreement"), among the Trust,
the Indenture Trustee, the Seller and the Servicer. The Receivables had
an aggregate principal balance of $1,045,965,160.79 as of the Cutoff
Date.
The "Pool Balance" means, at any time, the sum of the outstanding
Principal Balances of the Receivables. The "Principal Balance" for any
Receivable, at any time, means the principal balance of such Receivable
at the end of the preceding calendar month, after giving effect to all
payments received from Obligors.
TERMS OF THE NOTES
A. DISTRIBUTION DATES............ Payments of interest and principal on the Notes will be
made on the 15th day of each month or, if any such day is not a Business
Day, on the next succeeding Business Day (each, a "Distribution Date"),
commencing January 15, 1998 (and, in the case of the Class A-1 Notes, or
the Class A-1 Final Scheduled Distribution Date). Payments will be made
to holders of record of the Notes (the "Noteholders" and, together with
the Certificateholders, the "Securityholders") as of the day immediately
preceding such Distribution Date or, if Definitive Notes are issued, as
of the last Business Day of the preceding month (a "Record Date").
B. INTEREST...................... Interest on the outstanding principal amount of the
Class A-1 Notes and Class A-2 Notes will accrue at a fixed rate per
annum and will be calculated on the basis of a 360-day year based upon
the actual number of days elapsed during the related interest period and
will be payable on each Distribution Date and, in the case of the Class
A-1 Notes, on the Class A-1 Final Scheduled Distribution Date. Interest
on each class of Notes (other than the Class A-1 Notes and the Class A-2
Notes) will be payable on each Distribution Date in an amount equal to
one-twelfth of the applicable fixed rate of interest accrued on the
outstanding principal amount of such class of Notes. To the extent there
are insufficient funds therefor on any Distribution Date, interest will
be paid on a pro rata basis to all Class A Noteholders. Payments of
interest on the Class C Notes on each Distribution Date will be
subordinated in priority to payment in full of accrued interest on the
Class A Notes and the Class B Notes and payments of interest on the
Class B Notes on each Distribution Date will be subordinated in priority
to payment in full of accrued interest on the Class A Notes.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
C. PRINCIPAL..................... Principal of the Notes will be payable on each Distribution Date (and, in the case
of the Class A-1 Notes, or the Class A-1 Final Scheduled Distribution
Date), to the extent of funds available therefor, in an amount equal to
the sum of Noteholders' Principal Distributable Amount for such
Distribution Date. "Noteholders' Principal Distributable Amount" means,
for any Distribution Date, the sum of (i) the Class A Noteholders'
Principal Distributable Amount, (ii) the Class B Noteholders' Principal
Distributable Amount and (iii) the Class C Noteholders' Principal
Distributable Amount.
On each Distribution Date and, to the extent not previously paid, on the
Class A-1 Final Scheduled Distribution Date, to the extent of available
funds, payments in respect of principal on the Notes will be made first
to holders of the Class A-1 Notes in the amount of the Noteholders'
Principal Distributable Amount until the principal balance of the Class
A-1 Notes is reduced to zero. Holders of the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-P
Notes, the Class B Notes and the Class C Notes will not be entitled to
receive any principal until all principal of and interest on the Class
A-1 Notes has been paid in full. Thereafter, on each Distribution Date,
to the extent of available funds, payments in respect of principal will
be made to each such class of Notes in the following priority: (a) in an
amount equal to the Class A Noteholders' Principal Distributable Amount
for such Distribution Date first, to the principal balance of the Class
A-2 Notes and the Class A-P Notes based upon the Non-Class A-P
Percentage and the Class A-P Percentage, respectively, until the
principal balance of the Class A-2 Notes is reduced to zero; second, to
the principal balance of the Class A-3 Notes and the Class A-P Notes
based upon the Non-Class A-P Percentage and the Class A-P Percentage,
respectively, until the principal balance of the Class A-3 Notes is
reduced to zero; third, to the principal balance of the Class A-4 Notes
and the Class A-P Notes based upon the Non-Class A-P Percentage and the
Class A-P Percentage, respectively, until the principal balance of the
Class A-4 Notes is reduced to zero; and fourth to the principal balance
of the Class A-5 Notes and the Class A-P Notes based upon the Non-Class
A-P Percentage and the Class A-P Percentage, respectively, until the
principal balance of each of the Class A-5 Notes and the Class A-P Notes
is reduced to zero, (b) in an amount equal to the Class B Noteholders'
Principal Distributable Amount, to the principal balance of the Class B
Notes on a pro rata basis until the principal balance of the Class B
Notes is reduced to zero, and (c) in an amount equal to the Class C
Noteholders' Principal Distributable Amount, to the principal balance of
the Class C Notes on a pro rata basis until the principal balance of the
Class C Notes is reduced to zero.
D. FINAL SCHEDULED MATURITIES ... Class A-1 Notes will mature on January 6, 1999 (the "Class A-1 Final Scheduled
Distribution Date").
Class A-2 Notes will mature on the January 2000 Distribution Date.
Class A-3 Notes will mature on the November 2000 Distribution Date.
Class A-4 Notes will mature on the October 2001 Distribution Date.
Class A-5 Notes will mature on the October 2003 Distribution Date.
Class A-P Notes will mature on the October 2003 Distribution Date.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
Class B Notes will mature on the October 2003 Distribution Date.
Class C Notes will mature on the October 2003 Distribution Date.
E. OPTIONAL REDEMPTION .......... After the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes have been paid in full, the Class A-5 Notes, the Class A-P
Notes, the Class B Notes and the Class C Notes will be redeemed in
whole, but not in part, on any Distribution Date on which the Seller
exercises its option to purchase the Receivables, which can occur on any
Distribution Date on which the Pool Balance as of the end of the related
collection period has declined to 5% or less of the Original Pool
Balance, at a redemption price equal to the unpaid principal amount of
the Class A-5 Notes, the Class A-P Notes, the Class B Notes and the
Class C Notes plus accrued and unpaid interest thereon.
SERVICING FEE.................... The servicing fee (the "Servicing Fee"), with respect to any Distribution Date, will
be an amount equal to the product of (a) one-twelfth of the Servicing
Fee Rate of 1.0% per annum, multiplied by (b) the Pool Balance as of the
first day of the preceding collection period.
RESERVE ACCOUNT.................. A reserve account (the "Reserve Account") will be created with
an initial deposit by the Seller of cash or certain investments having a
value of at least $41,838,607 (the "Reserve Account Deposit"). The
Reserve Account Deposit will equal the Specified Reserve Account Balance
as of the Closing Date. In addition, on each Distribution Date, any
amounts on deposit in the Collection Account with respect to the
preceding collection period after payments to the Securityholders and of
the Servicing Fee to the Servicer have been made will be deposited into
the Reserve Account to the extent, if any, required to increase the
balance of the Reserve Account to an amount equal to the Specified
Reserve Account Balance. "Specified Reserve Account Balance" means for
any Distribution Date or the Class A-1 Final Scheduled Distribution
Date, as applicable, the greater of (a) 4.0% of the outstanding Pool
Balance as of the end of the preceding collection period, and (b) the
Minimum Specified Reserve Balance as of such Distribution Date or the
Class A-1 Final Scheduled Distribution Date as applicable; provided that
the balance may increase if cumulative net losses or delinquencies on
the Receivables exceed certain specified levels. "Minimum Specified
Reserve Balance" with respect to any Distribution Date or the Class A-1
Final Scheduled Distribution Date as applicable, means the lesser of (i)
1.5% of the sum of (a) the initial principal balance of the Notes and
(b) the initial Certificate Balance and (ii) the sum of the aggregate
outstanding principal amount of the Notes and the Certificate Balance
(after giving effect to all payments of the Notes and all distributions
with respect to the Certificates to be made on or prior to such
Distribution Date or Class A-1 Final Scheduled Distribution Date).
On or prior to the Business Day preceding each Distribution Date and, if
the principal amount of the Class A-1 Notes has not been paid in full on
or before the December 1998 Distribution Date, on or prior to the Class
A-1 Final Scheduled Distribution Date (each, a "Deposit Date"), the
Indenture Trustee will withdraw available funds (exclusive of investment
earnings) from the Reserve Account to the extent (a) the sum of the
Servicing Fee and the amounts required to be distributed to
Securityholders on the related Distribution Date exceeds (b) the amount
on deposit in the Collection Account with respect to the preceding
collection period (exclusive of investment earnings). If the amount in
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C>
the Reserve Account is reduced to zero, Securityholders (other than
holders of the Class C Notes) will bear the credit and other risks
associated with ownership of the Receivables, including the risk that
the Trust may not have a perfected security interest in the Financed
Vehicles. Holders of the Class C Notes will be entitled to receive
payments from the Class C Reserve Account, in addition to payments from
the Reserve Account.
If the amount on deposit in the Reserve Account on any Distribution Date
(after giving effect to withdrawals from the Reserve Account, if any,
for such Distribution Date) is greater than the Specified Reserve
Account Balance for such Distribution Date, the Indenture Trustee will
distribute the amount of such excess (the "Reserve Account Excess"),
first, to the extent of the Additional Principal Distributable Amount
for such Distribution Date (after giving effect to any reduction in the
Additional Principal Distributable Amount for such Distribution Date
attributable to Excess Spread), to the Securityholders as additional
principal of the class then entitled to receive principal payments and
then to the Seller or the Servicer.
CLASS C RESERVE ACCOUNT ......... A reserve account (the "Class C Reserve Account") will be created with an initial
deposit by the Seller of cash or certain investments having a value of
at least $5,229,826 (the "Class C Reserve Account Deposit"). In
addition, on each Distribution Date, any amounts on deposit in the
Collection Account with respect to the preceding collection period after
any deposit to the Reserve Account and payments to Securityholders and
of the Servicing Fee to the Servicer have been made will be deposited
into the Class C Reserve Account to the extent, if any, required to
increase the balance of the Class C Reserve Account to an amount equal
to the lesser of the Class C Reserve Account Deposit and Specified Class
C Reserve Account Balance. The "Specified Class C Reserve Account
Balance" means for any Distribution Date, the greater of (a) the lesser
of (i) 0.75% of the outstanding Pool Balance as of the end of the
preceding collection period and (ii) the Class C Reserve Account Deposit
and (b) the Minimum Specified Class C Reserve Balance. "Minimum
Specified Class C Reserve Balance" with respect to any Distribution
Date, means the lesser of (i) 0.10% of the Pool Balance as of the Cutoff
Date and (ii) the outstanding principal amount of the Class C Notes
(after giving effect to all payments of the Notes made on or prior to
such Distribution Date).
On each Deposit Date, the Indenture Trustee will withdraw available
funds (exclusive of investment earnings) from the Class C Reserve
Account to the extent (a) the amounts required to be distributed to
holders of the Class C Notes exceeds (b) the Available Interest and
Available Principal with respect to the preceding collection period and
the Reserve Account Transfer Amount less all Servicing Fees and all
interest and principal payable on the Notes and Certificates on such
Distribution Date. If the amount in the Reserve Account and Class C
Reserve Account is reduced to zero, the holders of the Class C Notes
will bear the credit and other risks associated with ownership of the
Receivables, including the risk that the Trust may not have a perfected
security interest in the Financed Vehicles.
If the amount on deposit in the Class C Reserve Account on any
Distribution Date (after giving effect to withdrawals from the Class C
Reserve Account, if any, for such Distribution Date) is greater than the
Specified Class C Reserve
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C>
Account Balance for such Distribution Date, the Indenture Trustee will
distribute the amount of such excess to the Seller or the Servicer.
TAX STATUS....................... In the opinion of Thompson Hine & Flory LLP, for federal
income tax purposes, the Notes will be characterized as debt, and the
Trust will not be classified as an association (or a publicly traded
partnership) taxable as a corporation and that the same characterization
of the Notes as debt would apply for Ohio corporation franchise tax
purposes as for federal income tax purposes.
ERISA CONSIDERATIONS............. Subject to the considerations discussed under "ERISA
Considerations" in the Prospectus Supplement and in the Prospectus, in
the opinion of Thompson Hine & Flory LLP, the Notes are eligible for
purchase by employee benefit plans.
LEGAL INVESTMENT................. In the opinion of Thompson Hine & Flory LLP, the Class A-1
Notes will be eligible for purchase by money market funds under
paragraph (a)(9) of Rule 2a-7 of the Investment Company Act of 1940, as
amended.
NO LISTING OF SECURITIES ........ The Securities will not be listed on any national securities exchange or
automated quotation system of a registered securities association.
RATING OF THE NOTES.............. It is a condition to the issuance of the Notes that the Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5
Notes and the Class A-P Notes be rated in the highest rating category,
that the Class B Notes be rated at least "A" or its equivalent by at
least two nationally recognized rating agencies (the "Rating Agencies")
and that the Class C Notes be rated at least "BBB" or its equivalent by
at least two Rating Agencies. There can be no assurance that a rating
will not be lowered or withdrawn by a Rating Agency if circumstances so
warrant.
RISK FACTORS..................... Before making an investment decision, prospective investors should consider the
factors that will be set forth under the caption "Risk Factors" in the Prospectus
and the Prospectus Supplement.
</TABLE>
6
<PAGE> 9
THE RECEIVABLES POOL
The Receivables were purchased or originated by the Bank or AutoFinance
Group, Inc. (each a wholly-owned subsidiary of KeyCorp) in the ordinary course
of their respective businesses. The pool of Receivables (the "Receivables Pool")
will consist of Receivables purchased by the Trust as of the Cutoff Date. The
Receivables have been selected from the motor vehicle loan portfolio of each of
the Bank and AutoFinance Group, Inc. for inclusion in the Receivables Pool by
several criteria, some of which are set forth in the Prospectus under "The
Receivables Pools," as well as the requirement that each Receivable (a) has an
outstanding principal balance of at least $100.00, (b) as of the Cutoff Date,
was not more than 30 days past due, (c) has a scheduled maturity not later than
six months before the Final Scheduled Maturity Date, (d) was not subject to a
force-placed physical damage insurance policy on the related Financed Vehicle
and (e) had an original term to maturity of not more than 84 months. No
selection criteria or procedures believed by the Seller to be adverse to the
Securityholders were used in selecting the Receivables.
POOL COMPOSITION
Set forth in the following tables is information concerning the
composition, distribution by Contract Rate and the geographic distribution of
the Receivables to be conveyed by the Seller to the Trust as of the Cutoff Date.
<TABLE>
<CAPTION>
COMPOSITION OF THE RECEIVABLES POOL
AS OF THE CUTOFF DATE
<S> <C>
Aggregate Principal Balance $1,045,965,160.79
Number of Receivables 96,446
Average Principal Balance $10,845.09
(Range) $128.77 to $49,203.56
Average Original Amount Financed $12,975.87
(Range) $776.59 to $57,550.98
Weighted Average Contract Rate 11.49%
(Range) 6.00 % to 29.90%
Weighted Average Original Term 59.40 months
(Range) 12 to 72 months
Weighted Average Remaining Term 49.08 months
(Range) 3 to 72 months
</TABLE>
7
<PAGE> 10
DISTRIBUTION BY CONTRACT RATE OF THE RECEIVABLES
AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
PERCENTAGE
OF AGGREGATE
NUMBER OF AGGREGATE PRINCIPAL
CONTRACT RATE RANGE RECEIVABLES PRINCIPAL BALANCE BALANCE(1)
<S> <C> <C> <C>
6.00 to 6.99% 239 $2,315,813.49 0.22%
7.00 to 7.99 5,010 60,158,780.50 5.75
8.00 to 8.99 11,267 130,615,062.27 12.49
9.00 to 9.99 16,649 198,039,324.09 18.93
10.00 to 10.99 16,439 191,885,872.61 18.35
11.00 to 11.99 15,349 174,031,942.54 16.64
12.00 to 12.99 11,605 105,174,320.07 10.06
13.00 to 13.99 6,039 46,242,671.44 4.42
14.00 to 14.99 2,849 20,651,775.73 1.97
15.00 to 15.99 1,592 11,529,120.21 1.10
16.00 to 16.99 1,079 10,386,154.53 0.99
17.00 to 17.99 625 6,012,411.78 0.58
18.00 to 18.99 2,829 35,458,049.59 3.39
19.00 to 19.99 686 8,844,732.44 0.85
20.00 to 20.99 733 8,344,378.09 0.80
21.00 to 21.99 1,776 19,653,652.84 1.88
22.00 to 22.99 163 1,805,842.46 0.17
23.00 to 23.99 875 9,428,226.74 0.90
24.00 to 24.99 182 1,720,555.79 0.16
25.00 to 25.99 417 3,376,276.83 0.32
26.00 and above 43 290,196.75 0.03
-------- ------------------ -------
TOTAL 96,446 $ 1,045,965,160.79 100.00%
======== ================== =======
</TABLE>
(1) Percentages may not add to 100% because of rounding.
Approximately 34.33% of the aggregate Principal Balance of the
Receivables, constituting 27.08% of the number of such Receivables, as of the
Cutoff Date represented financing of new vehicles and the remainder represented
financing of used vehicles. Approximately 9.29% of the aggregate Principal
Balance of the Receivables, constituting 8.49% of the number of such Receivables
as of the Cutoff Date, were originated or purchased by AutoFinance Group, Inc.
and the remainder were originated or purchased by the Bank. Approximately 2.57%
of the aggregate Principal Balance of the Receivables, constituting 2.26% of the
number of such Receivables as of the Cutoff Date, are precomputed receivables
and the remainder are simple interest receivables.
8
<PAGE> 11
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL
AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
AGGREGATE AGGREGATE
STATE(1) PRINCIPAL BALANCE (2) STATE(1) PRINCIPAL BALANCE (2)
- -------- --------------------- -------- --------------------
<S> <C> <C> <C>
Alabama 0.03% Nebraska 0.04
Alaska 0.34 Nevada 0.46
Arizona 1.38 New Hampshire 0.97
Arkansas 0.03 New Jersey 0.24
California 3.67 New Mexico 0.91
Colorado 4.24 New York 21.92
Connecticut 1.68 North Carolina 2.75
Delaware 0.02 North Dakota 0.01
Florida 6.56 Ohio 8.63
Georgia 0.43 Oklahoma 1.53
Hawaii 0.03 Oregon 4.66
Idaho 0.90 Pennsylvania 1.34
Illinois 1.34 Rhode Island 0.13
Indiana 4.80 South Carolina 0.54
Iowa 0.02 South Dakota 0.11
Kansas 0.06 Tennessee 0.18
Kentucky 0.82 Texas 1.35
Louisiana 0.02 Utah 2.12
Maine 9.71 Vermont 0.95
Maryland 0.08 Virginia 0.18
Massachusetts 1.90 Washington 8.83
Michigan 1.99 Washington, D.C. 0.01
Minnesota 0.18 West Virginia 0.80
Mississippi 0.02 Wisconsin 0.08
Missouri 0.08 Wyoming 0.51
Montana 0.30 Other 0.09
----
TOTAL 100%
===
<FN>
(1) Based on the billing addresses of the obligors on the Receivables as of the Cutoff Date.
(2) Percentages may not add to 100% because of rounding.
</TABLE>
DELINQUENCIES AND NET LOSSES
Set forth below is certain information concerning the combined
historical delinquency and loss experience of the Originators pertaining to
motor vehicle loans.
The tables set forth below combine historical motor vehicle loan data
for banks and other financial institutions which are direct or indirect
subsidiaries of KeyCorp (the "Combined Motor Vehicle Loan Portfolio"). These
tables include data for banks and other financial institutions which were
acquired by KeyCorp and its subsidiaries since January 1, 1994, including
AutoFinance Group, Inc. which was acquired by KeyCorp on September 27, 1995. The
tables include data for AutoFinance Group, Inc. prior to the date AutoFinance
Group, Inc. was acquired by KeyCorp. The Bank was formed in September, 1995 and
assumed the origination activities of the Bank's affiliates (other than
AutoFinance Group, Inc.) in the first quarter of 1996.
9
<PAGE> 12
Because the composition of the Receivables included in the Trust
differs from the Combined Motor Vehicle Loan Portfolio and the underwriting
standards and servicing procedures used by some banks or financial institutions
in the origination and servicing of motor vehicle loans included in the Combined
Motor Vehicle Loan Portfolio prior to the formation of the Bank may have been
different from those used by the Bank, there can be no assurance that the
delinquency and net loss experience on the Receivables of the Trust will be
comparable to that set forth below.
<TABLE>
<CAPTION>
COMBINED MOTOR VEHICLE LOAN PORTFOLIO
DELINQUENCY EXPERIENCE (1)
AT DECEMBER 31
AT SEPTEMBER 30, ----------------------------------------------------------------------
1997 1996 1995 1994
---------------------- ---------------------- ------------------------ ---------------------
$ Percent $ Percent $ Percent $ Percent
------- ------- ------- -------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amount of Motor Vehicle Loans $ 4,911.05 100% $4,805.39 100.00% $4,171.49 100.00% $4,094.64 100.00%
Outstanding
Period of Delinquency: (2)
1-2 Months 119.07 2.42 128.37 2.67 87.32 2.09 58.30 1.42
Over 2 Months 21.10 0.43 25.57 0.53 15.35 0.37 9.25 0.23
---------- ----- --------- -------- ---------- ------- ---------- --------
Total $ 140.17 2.85% $ 153.94 3.20% $ 102.67 2.46% $ 67.55 1.65%
========== ==== ========= ========= ========== ======= ========= ========
<FN>
(1) All amounts and percentages are based on the principal amount outstanding on each motor vehicle loan.
(2) The period of delinquency is based on the number of months the obligors are contractually past due.
Amounts include repossessions on hand which have not been charged off.
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
COMBINED MOTOR VEHICLE LOAN PORTFOLIO
HISTORICAL NET LOSS EXPERIENCE
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED SEPTEMBER 30, ------------------------------------------
1997 1996 1995 1994
------------------ --------- --------- ---------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Amount of Motor Vehicle Loans Outstanding (1) $4,911.05 $4,805.39 $4,171.49 $4,094.64
Average Amount of Motor Vehicle Loans Outstanding (2) 4,889.24 4,478.81 4,134.49 3,733.40
Gross Charge-Offs(3) 100.87 83.38 53.30 31.41
Recoveries (4) 18.49 22.56 17.02 13.18
Net Losses (5) 82.38 60.82 36.28 18.23
Net Losses as a Percentage of Amount Outstanding(6) 2.24 1.27% .87% .45%
Net Losses as a Percentage of Average Amount 2.25 1.36% .88% .49%
Outstanding(6)
<FN>
(1) Amount represents principal amount scheduled to be paid on each motor vehicle loan.
(2) Average of monthly principal amounts of motor vehicle loans outstanding.
(3) Gross charge-offs to the net remaining principal balance, including earned but not yet received finance charges,
repossession expenses, unpaid extension fees and dealer reserve charge-offs less any proceeds from the liquidation of
the related vehicle.
(4) Post-disposition monies received on previously charged-off motor vehicle loans including proceeds of liquidation of
the related vehicle after the related charge-off and recoveries for dealer reserve charge-offs and dealer reserve
charge-backs.
(5) Gross charge-offs less recoveries.
(6) September 30, 1997 amounts are annualized.
</TABLE>
Delinquencies and net charge-offs are affected by a number of social,
economic and other factors that may affect an Obligor's ability or willingness
to pay, such as the amount or types of indebtedness incurred by such Obligor in
addition to the Receivable on which such Obligor is indebted, and there can be
no assurance as to the level of future total delinquencies or the severity of
future net charge-offs. As a result, the delinquency and net charge-off
experience of the Receivables may differ from those shown in the tables.
WEIGHTED AVERAGE LIFE OF THE SECURITIES
Prepayments on motor vehicle receivables can be measured relative to a
prepayment standard or model. The model used in this Term Sheet, the Absolute
Prepayment Model ("ABS"), represents an assumed rate of prepayment each month
relative to the original number of receivables in a pool of receivables. ABS
further assumes that all the receivables are the same size and amortize at the
same rate and that each receivable in each month of its life will either be paid
as scheduled or be prepaid in full. For example, in a pool of receivables
originally containing 10,000 receivables, a 1% ABS rate means that 100
receivables prepay each month. ABS does not purport to be an historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of receivables, including the Receivables.
The tables captioned "Percent of Initial Class A-1 Note and Class A-2
Note Principal Balances at Various ABS Percentages" and "Percent of Initial
Class A-3 Note and Class A-4 Note Principal Balances at Various ABS Percentages"
and "Percent of Initial Class A-5 Note and Class A-P Note Principal Balances at
Various ABS Percentages" and "Percent
11
<PAGE> 14
of Initial Class B Note and Class C Note Principal Balances at Various ABS
Percentages" (together, the "ABS Table") have been prepared on the basis of the
characteristics of the Receivables. The ABS Table assumes that (a) the
Receivables prepay in full at the specified constant percentage of ABS monthly,
with no defaults, losses or repurchases, (b) each scheduled monthly payment on
the Receivables is made on the last day of each month and each month has 30
days, (c) payments on the Notes and distributions on the Certificates are made
on each Distribution Date (and each such date is assumed to be the 15th day of
each applicable month), (d) the balance in the Reserve Account and the Class C
Reserve Account on each Distribution Date is equal to the Specified Reserve
Account Balance and the Specified Class C Reserve Account Balance, respectively,
and (e) the Seller exercises its option to purchase the Receivables. The ABS
Table indicates the projected weighted average life of each class of Notes and
sets forth the percent of the initial principal amount of each class of Notes
that is projected to be outstanding after each of the Distribution Dates shown
at various constant ABS percentages.
The ABS Table also assumes that the Receivables have been aggregated
into hypothetical pools with all of the Receivables within each such pool having
the following characteristics and that the level scheduled monthly payment for
each of the pools (which is based on its aggregate principal balance, Contract
Rate, original number of scheduled payments and remaining number of scheduled
payments as of the Cutoff Date) will be such that each pool will be fully
amortized by the end of its remaining term to maturity. Each hypothetical pool
has an assumed cutoff date as of the Cutoff Date.
<TABLE>
<CAPTION>
ORIGINAL REMAINING
TERM TERM
AGGREGATE CONTRACT TO MATURITY TO MATURITY
POOL PRINCIPAL BALANCE RATE (IN MONTHS) (IN MONTHS)
- ---- ----------------- ---- ----------- -----------
<S> <C> <C> <C> <C>
1 $ 97,177,179.83 19.81% 57 54
2 $ 123,428,405.72 11.08% 43 27
3 $ 269,056,051.91 10.63% 57 43
4 $ 429,459,543.16 10.47% 63 54
5 $ 126,843,980.17 10.83% 69 64
</TABLE>
The actual characteristics and performance of the Receivables will
differ from the assumptions used in constructing the ABS Table. The assumptions
used are hypothetical and have been provided only to give a general sense of how
the principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the Receivables will prepay at a constant
level of ABS until maturity or that all of the Receivables will prepay at the
same level of ABS. Moreover, the diverse terms of Receivables within each of the
hypothetical pools could produce slower or faster principal distributions than
indicated in the ABS Table at the various constant percentages of ABS specified,
even if the original and remaining terms to maturity of the Receivables are as
assumed. Any difference between such assumptions and the actual characteristics
and performance of the Receivables, or actual prepayment experience, will affect
the percentages of initial balances outstanding over time and the weighted
average lives of each class of Notes.
THE ABS TABLE HAS BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ABOVE
(INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE
RECEIVABLES WHICH WILL DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE
THEREOF) AND SHOULD BE READ IN CONJUNCTION THEREWITH.
12
<PAGE> 15
<TABLE>
<CAPTION>
PERCENT OF INITIAL CLASS A-1 NOTE AND CLASS A-2 NOTE PRINCIPAL BALANCES AT VARIOUS ABS PERCENTAGES
CLASS A-1 NOTES CLASS A-2 NOTES
------------------------------------------ ------------------------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.5% 1.7% 2.0% 0.0% 1.0% 1.5% 1.7% 2.0%
- ----------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
January 1998 91.95 87.51 84.87 83.72 81.86 100.00 100.00 100.00 100.00 100.00
February 1998 83.58 74.86 69.69 67.43 63.80 100.00 100.00 100.00 100.00 100.00
March 1998 75.09 62.29 54.69 51.38 46.05 100.00 100.00 100.00 100.00 100.00
April 1998 66.61 49.90 39.99 35.66 28.71 100.00 100.00 100.00 100.00 100.00
May 1998 58.06 37.62 25.50 20.21 11.72 100.00 100.00 100.00 100.00 100.00
June 1998 49.48 25.49 11.28 5.07 0.00 100.00 100.00 100.00 100.00 92.50
July 1998 40.84 13.48 0.00 0.00 0.00 100.00 100.00 95.70 85.35 68.41
August 1998 32.16 1.78 0.00 0.00 0.00 100.00 100.00 76.36 65.16 46.89
September 1998 24.26 0.00 0.00 0.00 0.00 100.00 87.62 58.83 46.52 26.47
October 1998 16.93 0.00 0.00 0.00 0.00 100.00 72.78 41.60 28.24 6.54
November 1998 9.52 0.00 0.00 0.00 0.00 100.00 58.09 24.67 10.34 0.00
December 1998 2.04 0.00 0.00 0.00 0.00 100.00 43.57 8.07 0.00 0.00
January 1999 0.00 0.00 0.00 0.00 0.00 91.95 29.20 0.00 0.00 0.00
February 1999 0.00 0.00 0.00 0.00 0.00 80.81 14.99 0.00 0.00 0.00
March 1999 0.00 0.00 0.00 0.00 0.00 69.56 0.94 0.00 0.00 0.00
April 1999 0.00 0.00 0.00 0.00 0.00 58.21 0.00 0.00 0.00 0.00
May 1999 0.00 0.00 0.00 0.00 0.00 46.75 0.00 0.00 0.00 0.00
June 1999 0.00 0.00 0.00 0.00 0.00 35.18 0.00 0.00 0.00 0.00
July 1999 0.00 0.00 0.00 0.00 0.00 23.50 0.00 0.00 0.00 0.00
August 1999 0.00 0.00 0.00 0.00 0.00 11.71 0.00 0.00 0.00 0.00
September 1999 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
October 1999 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 1999 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
December 1999 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (years)(1) 0.55 0.39 0.33 0.31 0.29 1.44 1.02 0.85 0.79 0.71
<FN>
(1) The weighted average life of a Note is determined by (a) multiplying the amount of each principal payment
of such Note by the number of years from the date of the issuance of such Note to the related
Distribution Date, (b) adding the results and (c) dividing the sum by the related initial principal
amount of such Note.
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
PERCENT OF INITIAL CLASS A-3 NOTE AND CLASS A-4 NOTE PRINCIPAL BALANCES AT VARIOUS ABS PERCENTAGES
CLASS A-3 NOTES CLASS A-4 NOTES
---------------------------------------------------------- ---------------------------------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.5% 1.7% 2.0% 0.0% 1.0% 1.5% 1.7% 2.0%
- ----------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
January 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
February 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
March 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
April 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
May 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
June 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
July 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
August 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
September 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
October 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
November 1998 100.00 100.00 100.00 100.00 88.64 100.00 100.00 100.00 100.00 100.00
December 1998 100.00 100.00 100.00 93.68 71.96 100.00 100.00 100.00 100.00 100.00
January 1999 100.00 100.00 92.76 78.61 55.72 100.00 100.00 100.00 100.00 100.00
February 1999 100.00 100.00 78.71 63.88 39.93 100.00 100.00 100.00 100.00 100.00
March 1999 100.00 100.00 64.94 49.50 24.59 100.00 100.00 100.00 100.00 100.00
April 1999 100.00 88.62 51.47 35.48 9.72 100.00 100.00 100.00 100.00 100.00
May 1999 100.00 76.56 38.29 21.83 0.00 100.00 100.00 100.00 100.00 95.25
June 1999 100.00 64.65 25.42 8.54 0.00 100.00 100.00 100.00 100.00 81.12
July 1999 100.00 52.89 12.85 0.00 0.00 100.00 100.00 100.00 95.56 67.49
August 1999 100.00 41.29 0.59 0.00 0.00 100.00 100.00 100.00 82.85 54.35
September 1999 99.83 29.85 0.00 0.00 0.00 100.00 100.00 88.49 70.53 41.71
October 1999 89.26 18.57 0.00 0.00 0.00 100.00 100.00 76.71 58.60 29.58
November 1999 78.59 7.46 0.00 0.00 0.00 100.00 100.00 65.29 47.08 17.97
December 1999 67.82 0.00 0.00 0.00 0.00 100.00 96.46 54.14 35.96 6.88
January 2000 56.95 0.00 0.00 0.00 0.00 100.00 85.54 43.36 25.25 0.00
February 2000 45.97 0.00 0.00 0.00 0.00 100.00 74.79 32.92 14.96 0.00
March 2000 34.89 0.00 0.00 0.00 0.00 100.00 64.22 22.84 5.10 0.00
April 2000 26.19 0.00 0.00 0.00 0.00 100.00 55.52 14.23 0.00 0.00
May 2000 17.41 0.00 0.00 0.00 0.00 100.00 46.95 5.89 0.00 0.00
June 2000 8.55 0.00 0.00 0.00 0.00 100.00 38.52 0.00 0.00 0.00
July 2000 0.00 0.00 0.00 0.00 0.00 99.60 30.23 0.00 0.00 0.00
August 2000 0.00 0.00 0.00 0.00 0.00 90.44 22.09 0.00 0.00 0.00
September 2000 0.00 0.00 0.00 0.00 0.00 81.20 14.10 0.00 0.00 0.00
October 2000 0.00 0.00 0.00 0.00 0.00 71.87 6.26 0.00 0.00 0.00
November 2000 0.00 0.00 0.00 0.00 0.00 62.45 0.00 0.00 0.00 0.00
December 2000 0.00 0.00 0.00 0.00 0.00 52.94 0.00 0.00 0.00 0.00
January 2001 0.00 0.00 0.00 0.00 0.00 43.33 0.00 0.00 0.00 0.00
February 2001 0.00 0.00 0.00 0.00 0.00 33.64 0.00 0.00 0.00 0.00
March 2001 0.00 0.00 0.00 0.00 0.00 23.85 0.00 0.00 0.00 0.00
April 2001 0.00 0.00 0.00 0.00 0.00 13.97 0.00 0.00 0.00 0.00
May 2001 0.00 0.00 0.00 0.00 0.00 3.99 0.00 0.00 0.00 0.00
June 2001 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (years) (1) 2.20 1.66 1.40 1.30 1.17 3.08 2.46 2.10 1.96 1.76
<FN>
(1) The weighted average life of a Note is determined by (a) multiplying the amount of each principal payment
of such Note by the number of years from the date of the issuance of such Note to the related
Distribution Date, (b) adding the results and (c) dividing the sum by the related initial principal
amount of such Note.
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
PERCENT OF INITIAL CLASS A-5 NOTE AND CLASS A-P NOTE PRINCIPAL BALANCES AT VARIOUS ABS PERCENTAGES
CLASS A-5 NOTES CLASS A-P NOTES
-------------------------------------------------------- ----------------------------------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.5% 1.7% 2.0% 0.0% 1.0% 1.5% 1.7% 2.0%
- ----------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
January 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
February 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
March 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
April 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
May 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
June 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 98.30
July 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.02 96.68 92.38
August 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 94.64 92.10 87.95
September 1998 100.00 100.00 100.00 100.00 100.00 100.00 97.19 90.66 87.87 83.32
October 1998 100.00 100.00 100.00 100.00 100.00 100.00 93.82 86.75 83.72 78.80
November 1998 100.00 100.00 100.00 100.00 100.00 100.00 90.49 82.91 79.66 74.38
December 1998 100.00 100.00 100.00 100.00 100.00 100.00 87.20 79.14 75.68 70.08
January 1999 100.00 100.00 100.00 100.00 100.00 98.17 83.94 75.45 71.80 65.90
February 1999 100.00 100.00 100.00 100.00 100.00 95.65 80.71 71.82 68.00 61.82
March 1999 100.00 100.00 100.00 100.00 100.00 93.09 77.53 68.27 64.29 57.87
April 1999 100.00 100.00 100.00 100.00 100.00 90.52 74.38 64.80 60.68 54.04
May 1999 100.00 100.00 100.00 100.00 100.00 87.92 71.27 61.40 57.16 50.32
June 1999 100.00 100.00 100.00 100.00 100.00 85.29 68.20 58.08 53.73 46.73
July 1999 100.00 100.00 100.00 100.00 100.00 82.64 65.17 54.84 50.40 43.26
August 1999 100.00 100.00 100.00 100.00 100.00 79.97 62.18 51.68 47.17 39.92
September 1999 100.00 100.00 100.00 100.00 100.00 77.27 59.23 48.60 44.03 36.70
October 1999 100.00 100.00 100.00 100.00 100.00 74.54 56.32 45.61 41.00 33.62
November 1999 100.00 100.00 100.00 100.00 100.00 71.79 53.45 42.69 38.07 30.66
December 1999 100.00 100.00 100.00 100.00 100.00 69.02 50.63 39.86 35.24 27.84
January 2000 100.00 100.00 100.00 100.00 96.42 66.21 47.85 37.12 32.52 25.16
February 2000 100.00 100.00 100.00 100.00 86.65 63.38 45.12 34.47 29.90 22.61
March 2000 100.00 100.00 100.00 100.00 77.42 60.52 42.43 31.90 27.39 20.20
April 2000 100.00 100.00 100.00 96.63 69.16 58.28 40.21 29.71 25.21 18.04
May 2000 100.00 100.00 100.00 88.60 61.30 56.02 38.03 27.59 23.12 16.00
June 2000 100.00 100.00 97.89 80.90 53.87 53.73 35.89 25.54 21.11 14.05
July 2000 100.00 100.00 90.29 73.52 46.85 51.43 33.78 23.56 19.18 12.22
August 2000 100.00 100.00 82.98 66.48 40.25 49.10 31.71 21.65 17.34 10.50
September 2000 100.00 100.00 75.94 59.77 34.09 46.75 29.68 19.81 15.60 8.89
October 2000 100.00 100.00 69.19 53.41 28.36 44.37 27.68 18.05 13.94 7.40
November 2000 100.00 98.61 62.72 47.39 23.08 41.98 25.73 16.36 12.37 6.02
December 2000 100.00 91.26 56.55 41.73 0.00 39.56 23.81 14.75 10.89 0.00
January 2001 100.00 84.07 50.67 36.42 0.00 37.11 21.93 13.22 9.50 0.00
February 2001 100.00 77.03 45.09 31.48 0.00 34.65 20.10 11.76 8.21 0.00
March 2001 100.00 70.15 39.81 26.91 0.00 32.16 18.30 10.39 7.02 0.00
April 2001 100.00 63.43 34.84 22.71 0.00 29.64 16.55 9.09 5.92 0.00
May 2001 100.00 56.87 30.19 0.00 0.00 27.11 14.84 7.88 0.00 0.00
June 2001 94.07 50.48 25.85 0.00 0.00 24.54 13.17 6.75 0.00 0.00
July 2001 84.15 44.26 0.00 0.00 0.00 21.96 11.55 0.00 0.00 0.00
August 2001 77.72 39.96 0.00 0.00 0.00 20.28 10.43 0.00 0.00 0.00
September 2001 71.23 35.96 0.00 0.00 0.00 18.59 9.33 0.00 0.00 0.00
October 2001 64.67 31.68 0.00 0.00 0.00 16.87 8.26 0.00 0.00 0.00
November 2001 58.05 27.70 0.00 0.00 0.00 15.15 7.23 0.00 0.00 0.00
December 2001 51.36 23.83 0.00 0.00 0.00 13.40 6.22 0.00 0.00 0.00
January 2002 44.60 0.00 0.00 0.00 0.00 11.64 0.00 0.00 0.00 0.00
February 2002 37.77 0.00 0.00 0.00 0.00 9.85 0.00 0.00 0.00 0.00
March 2002 30.87 0.00 0.00 0.00 0.00 8.06 0.00 0.00 0.00 0.00
April 2002 23.91 0.00 0.00 0.00 0.00 6.24 0.00 0.00 0.00 0.00
May 2002 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
June 2002 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (years)(1) 4.04 3.59 3.15 2.95 2.61 2.73 2.22 1.91 1.78 1.59
<FN>
(1) The weighted average life of a Note is determined by (a) multiplying the amount of each principal payment
of such Note by the number of years from the date of the issuance of such Note to the related
Distribution Date, (b) adding the results and (c) dividing the sum by the related initial principal
amount of such Note.
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
PERCENT OF INITIAL CLASS B NOTE AND CLASS C NOTE PRINCIPAL BALANCES AT VARIOUS ABS PERCENTAGES
CLASS B NOTES CLASS C NOTES
-------------------------------------------------------- ------------------------------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.5% 1.7% 2.0% 0.0% 1.0% 1.5% 1.7% 2.0%
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
January 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
February 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
March 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
April 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
May 1998 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
June 1998 100.00 100.00 100.00 100.00 98.93 100.00 100.00 100.00 100.00 98.93
July 1998 100.00 100.00 99.62 97.28 94.05 100.00 100.00 99.62 97.28 94.05
August 1998 100.00 100.00 95.55 92.94 89.25 100.00 100.00 95.55 92.94 89.25
September 1998 100.00 97.19 91.54 88.67 84.55 100.00 97.19 91.54 88.67 84.55
October 1998 100.00 93.82 87.59 84.49 79.96 100.00 93.82 87.59 84.49 79.96
November 1998 100.00 90.49 83.71 80.39 75.48 100.00 90.49 83.71 80.39 75.48
December 1998 100.00 87.20 79.91 76.38 71.12 100.00 87.20 79.91 76.38 71.12
January 1999 98.17 83.94 76.18 72.45 66.87 98.17 83.94 76.18 72.45 66.87
February 1999 95.65 80.71 72.52 68.62 62.74 95.65 80.71 72.52 68.62 62.74
March 1999 93.09 77.53 68.93 64.88 58.72 93.09 77.53 68.93 64.88 58.72
April 1999 90.52 74.38 65.43 61.23 54.83 90.52 74.38 65.43 61.23 54.83
May 1999 87.92 71.27 62.00 57.68 51.06 87.92 71.27 62.00 57.68 51.06
June 1999 85.29 68.20 58.65 54.22 47.42 85.29 68.20 58.65 54.22 47.42
July 1999 82.64 65.17 55.37 50.86 43.90 82.64 65.17 55.37 50.86 43.90
August 1999 79.97 62.18 52.18 47.60 40.51 79.97 62.18 52.18 47.60 40.51
September 1999 77.27 59.23 49.07 44.44 37.24 77.27 59.23 49.07 44.44 37.24
October 1999 74.54 56.32 46.05 41.37 34.11 74.54 56.32 46.05 41.37 34.11
November 1999 71.79 53.45 43.11 38.42 31.12 71.79 53.45 43.11 38.42 31.12
December 1999 69.02 50.63 40.25 35.56 28.25 69.02 50.63 40.25 35.56 28.25
January 2000 66.21 47.85 37.48 32.81 25.53 66.21 47.85 37.48 32.81 25.53
February 2000 63.38 45.12 34.80 30.17 22.94 63.38 45.12 34.80 30.17 22.94
March 2000 60.52 42.43 32.21 27.64 20.50 60.52 42.43 32.21 27.64 20.50
April 2000 58.28 40.21 30.00 25.44 18.31 58.28 40.21 30.00 25.44 18.31
May 2000 56.02 38.03 27.86 23.33 16.23 56.02 38.03 27.86 23.33 16.23
June 2000 53.73 35.89 25.79 21.30 14.26 53.73 35.89 25.79 21.30 14.26
July 2000 51.43 33.78 23.79 19.36 12.40 51.43 33.78 23.79 19.36 12.40
August 2000 49.10 31.71 21.86 17.50 10.66 49.10 31.71 21.86 17.50 10.66
September 2000 46.75 29.68 20.01 15.74 9.03 46.75 29.68 20.01 15.74 9.03
October 2000 44.37 27.68 18.23 14.06 7.51 44.37 27.68 18.23 14.06 7.51
November 2000 41.98 25.73 16.52 12.48 6.11 41.98 25.73 16.52 12.48 6.11
December 2000 39.56 23.81 14.90 10.99 0.00 39.56 23.81 14.90 10.99 0.00
January 2001 37.11 21.93 13.35 9.59 0.00 37.11 21.93 13.35 9.59 0.00
February 2001 34.65 20.10 11.88 8.29 0.00 34.65 20.10 11.88 8.29 0.00
March 2001 32.16 18.30 10.49 7.08 0.00 32.16 18.30 10.49 7.08 0.00
April 2001 29.64 16.55 9.18 5.98 0.00 29.64 16.55 9.18 5.98 0.00
May 2001 27.11 14.84 7.95 0.00 0.00 27.11 14.84 7.95 0.00 0.00
June 2001 24.54 13.17 6.81 0.00 0.00 24.54 13.17 6.81 0.00 0.00
July 2001 21.96 11.55 0.00 0.00 0.00 21.96 11.55 0.00 0.00 0.00
August 2001 20.28 10.43 0.00 0.00 0.00 20.28 10.43 0.00 0.00 0.00
September 2001 18.59 9.33 0.00 0.00 0.00 18.59 9.33 0.00 0.00 0.00
October 2001 16.87 8.26 0.00 0.00 0.00 16.87 8.26 0.00 0.00 0.00
November 2001 15.15 7.23 0.00 0.00 0.00 15.15 7.23 0.00 0.00 0.00
December 2001 13.40 6.22 0.00 0.00 0.00 13.40 6.22 0.00 0.00 0.00
January 2002 11.64 0.00 0.00 0.00 0.00 11.64 0.00 0.00 0.00 0.00
February 2002 9.85 0.00 0.00 0.00 0.00 9.85 0.00 0.00 0.00 0.00
March 2002 8.06 0.00 0.00 0.00 0.00 8.06 0.00 0.00 0.00 0.00
April 2002 6.24 0.00 0.00 0.00 0.00 6.24 0.00 0.00 0.00 0.00
May 2002 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
June 2002 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average
Life (years)(1) 2.73 2.22 1.92 1.79 1.61 2.73 2.22 1.92 1.79 1.61
<FN>
(1) The weighted average life of a Note is determined by (a) multiplying the amount of each principal payment
of such Note by the number of years from the date of the issuance of such Note to the related
Distribution Date, (b) adding the results and (c) dividing the sum by the related initial principal
amount of such Note.
</TABLE>
16
<PAGE> 19
DEFINITIONAL APPENDIX
"Additional Principal Distributable Amount" means, for any
Distribution Date, the excess of (a) the sum of the Outstanding Amount
of the Notes plus the outstanding principal balance of the Certificates
before giving effect to the distributions on such Distribution Date
over (b) the sum of (i) the Pool Balance as of the close of business on
the last day of the related collection period plus (ii) the sum of the
amounts deposited into the note distribution account and certificate
distribution account in respect of the Principal Distributable Amount
for such Distribution Date.
"Available Interest" for a Distribution Date shall mean the
sum of the following amounts with respect to the related collection
period: (a) that portion of the collections on the Receivables received
during the related collection period that is allocable to interest in
accordance with the Servicer's customary servicing procedures
(including, without duplication, amounts allocable to interest
withdrawn from the payahead account, but excluding such amounts
deposited in the Payahead Account); (b) all Liquidation Proceeds
received during such collection period; and (c) all Purchase Amounts,
to the extent attributable to accrued interest, of all Receivables that
are repurchased by the Seller or purchased by the Servicer under an
obligation which arose during the related collection period.
"Available Principal" for a Distribution Date means the sum of
the following amounts with respect to the preceding collection period:
(a) that portion of all collections received during such collection
period and allocable to principal in accordance with Servicer's
customary servicing procedures (including, without duplication, amounts
allocable to principal withdrawn from the payahead account, but
excluding such amounts deposited in the payahead account); and (b) to
the extent attributable to principal, the Purchase Amount received with
respect to each Receivable repurchased by Seller or purchased by
Servicer under an obligation which arose during the related collection
period.
"Class A Noteholders' Principal Distributable Amount" means,
for any Distribution Date, the sum of (i) the Class A-1 Noteholders'
Principal Distributable Amount, (ii) the Class A-2 Noteholders'
Principal Distributable Amount, (iii) the Class A-3 Noteholders'
Principal Distributable Amount, (iv) the Class A-4 Noteholders'
Principal Distributable Amount, (v) the Class A-5 Noteholders'
Principal Distributable Amount and (vi) the Class A-P Noteholders'
Principal Distributable Amount, in each case, as of such Distribution
Date.
"Class A Noteholders' Monthly Principal Distributable Amount"
means (i) the Noteholders' Monthly Principal Distributable Amount, for
any Distribution Date on which the Class A-1 Notes remain outstanding
and (ii) for all other Distribution Dates, shall equal the product of
(x) the Noteholders' Monthly Principal Distributable Amount for such
Distribution Date and (y) the Class A Principal Percentage.
"Class A Principal Percentage" means (i) for any Distribution
Date before the Additional Principal Distributable Amount is reduced to
zero, the quotient of the Outstanding Amount of the Class A Notes
divided by the aggregate Outstanding Amount of the Class A Notes, the
Class B Notes and the Class C Notes, in each case as of the Record Date
related to such Distribution Date, and (ii) for each other Distribution
Date, such quotient as of the Distribution Date on which the Additional
Principal Distributable Amount is reduced to zero.
"Class A Premium Reduction Amount" means (i) zero for any
Distribution Date on which there are any outstanding Class A-1 Notes
and (ii) the Non-Class A-P Percentage of the Premium Reduction Amount
for any other Distribution Date.
"Class A-1 Noteholders' Monthly Principal Distributable
Amount" means, with respect to any Distribution Date until the
Distribution Date on which the Outstanding Amount of the Class A-1
Notes has been reduced to zero, 100% of the Class A Noteholders'
Monthly Principal Distributable Amount for such Distribution Date.
17
<PAGE> 20
"Class A-1 Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-1
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-1
Notes on such preceding Distribution Date.
"Class A-1 Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of (a) the Class A-1
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-1 Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Premium Reduction
Amount, if any, for such Distribution Date; provided, however, that the
sum of clauses (a), (b) and (c) shall not exceed the Outstanding Amount
of the A-1 Notes, and, on the Class A-1 Final Scheduled Maturity Date,
the Class A-1 Noteholders' Principal Distributable Amount will include
the amount, to the extent of available funds, necessary (after giving
effect to the other amounts to be deposited in the Note Distribution
Account on such Distribution Date and allocable to principal) to reduce
the Outstanding Amount of the Class A-1 Notes to zero.
"Class A-2 Noteholders' Monthly Principal Distributable
Amount" means, with respect to each Distribution Date on or after the
Distribution Date on which an amount sufficient to reduce the
Outstanding Amount of the Class A-1 Notes to zero has been deposited in
the Note Distribution Account, the excess of (a) 100% of the Class A
Noteholders' Monthly Principal Distributable Amount (less the portion
thereof, if any, applied to reduce the Outstanding Amount of the Class
A-1 Notes to zero on such Distribution Date) over (b) the Class A-P
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date.
"Class A-2 Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-2
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-2
Notes on such preceding Distribution Date.
"Class A-2 Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of (a) the Class A-2
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-2 Noteholders' Principal Carryover
Shortfall for such Distribution Date and (c) the Class A Premium
Reduction Amount, if any, not applied to the Class A-1 Notes for such
Distribution Date; provided, however, that until an amount sufficient
to reduce the Outstanding Amount of the Class A-1 Notes to zero has
been deposited in the Note Distribution Account, the Class A-2
Noteholders' Principal Distributable Amount shall be zero; provided,
further, that the sum of clauses (a), (b) and (c) shall not exceed the
Outstanding Amount of the Class A-2 Notes, and, on the final scheduled
maturity date of the Class A-2 Notes, the Class A-2 Noteholders'
Principal Distributable Amount will include the amount, to the extent
of available funds, necessary (after giving effect to the other amounts
to be deposited in the Note Distribution Account on such Distribution
Date and allocable to principal) to reduce the Outstanding Amount of
the Class A-2 Notes to zero.
"Class A-3 Noteholders' Monthly Principal Distributable
Amount" means, with respect to each Distribution Date on or after the
Distribution Date on which an amount sufficient to reduce the
Outstanding Amount of the Class A-2 Notes to zero has been deposited in
the Note Distribution Account, the excess of (a) 100% of the Class A
Noteholders' Monthly Principal Distributable Amount (less the portion
thereof, if any, applied to reduce the Outstanding Amount of the Class
A-1 Notes and the Class A-2 Notes to zero on such Distribution Date)
over (b) the Class A-P Noteholders' Monthly Principal Distributable
Amount for such Distribution Date.
"Class A-3 Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-3
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-3
Notes on such preceding Distribution Date.
18
<PAGE> 21
"Class A-3 Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date the sum of (a) the Class A-3
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-3 Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Class A Premium
Reduction Amount, if any, not applied to the Class A-1 Notes or Class
A-2 Notes for such Distribution Date; provided, however, that, until an
amount sufficient to reduce the Outstanding Amount of the Class A-2
Notes to zero has been deposited in the Note Distribution Account, the
Class A-3 Noteholders' Principal Distributable Amount shall be zero;
provided, further, that the sum of clauses (a), (b) and (c) shall not
exceed the outstanding principal amount of the Class A-3 Notes, and on
the final scheduled maturity date of the Class A-3 Notes, the Class A-3
Noteholders' Principal Distributable Amount will include the amount, to
the extent of available funds, necessary (after giving effect to the
other amounts to be deposited in the Note Distribution Account on such
Distribution Date and allocable to principal) to reduce the Outstanding
Amount of the Class A-3 Notes to zero.
"Class A-4 Noteholders' Monthly Principal Distributable
Amount" means, with respect to each Distribution Date on or after the
Distribution Date on which an amount sufficient to reduce the
Outstanding Amount of the Class A-3 Notes to zero has been deposited in
the Note Distribution Account, the excess of (a) 100% of the Class A
Noteholders' Monthly Principal Distributable Amount (less the portion
thereof, if any, applied to reduce the Outstanding Amount of the Class
A-1 Notes, Class A-2 Notes and the Class A-3 Notes to zero on such
Distribution Date) over (b) the Class A-P Noteholders' Monthly
Principal Distributable Amount for such Distribution Date.
"Class A-4 Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-4
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-4
Notes on such preceding Distribution Date.
"Class A-4 Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date the sum of (a) the Class A-4
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-4 Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Class A Premium
Reduction Amount, if any, not applied to the Class A-1 Notes, Class A-2
Notes or Class A-3 Notes for such Distribution Date; provided, however,
that, until an amount sufficient to reduce the Outstanding Amount of
the Class A-3 Notes to zero has been deposited in the Note Distribution
Account, the Class A-4 Noteholders' Principal Distributable Amount
shall be zero; provided, further, that the sum of clauses (a), (b) and
(c) shall not exceed the Outstanding Amount of the Class A-4 Notes, and
on the final scheduled maturity date of the Class A-4 Notes, the Class
A-4 Noteholders' Principal Distributable Amount will include the
amount, to the extent of available funds, necessary (after giving
effect to the other amounts to be deposited in the Note Distribution
Account on such Distribution Date and allocable to principal) to reduce
the Outstanding Amount of the Class A-4 Notes to zero.
"Class A-5 Noteholders' Monthly Principal Distributable
Amount" means, with respect to each Distribution Date on or after the
Distribution Date on which an amount sufficient to reduce the
Outstanding Amount of the Class A-4 Notes to zero has been deposited in
the Note Distribution Account, the excess of (a) 100% of the Class A
Noteholders' Monthly Principal Distributable Amount (less the portion
thereof, if any, applied to reduce the Outstanding Amount of the Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes to zero
on such Distribution Date) over (b) the Class A-P Noteholders' Monthly
Principal Distributable Amount for such Distribution Date.
"Class A-5 Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-5
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-5
Notes on such preceding Distribution Date.
19
<PAGE> 22
"Class A-5 Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date the sum of (a) the Class A-5
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-5 Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Class A Premium
Reduction Amount, if any, not applied to the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes or Class A-4 Notes for such Distribution Date;
provided, however, that, until an amount sufficient to reduce the
Outstanding Amount of the Class A-4 Notes to zero has been deposited in
the Note Distribution Account, the Class A-5 Noteholders' Principal
Distributable Amount shall be zero; provided, further, that the sum of
clauses (a), (b) and (c) shall not exceed the Outstanding Amount of the
Class A-5 Notes, and on the final scheduled maturity date of the Class
A-5 Notes, the Class A-5 Noteholders' Principal Distributable Amount
will include the amount, to the extent of available funds, necessary
(after giving effect to the other amounts to be deposited in the Note
Distribution Account on such Distribution Date and allocable to
principal) to reduce the Outstanding Amount of the Class A-5 Notes to
zero.
"Class A-P Noteholders' Monthly Principal Distributable
Amount" means, with respect to each Distribution Date on or after the
Distribution Date on which an amount sufficient to reduce the
Outstanding Amount of the Class A-1 Notes to zero has been deposited in
the Note Distribution Account, the Class A-P Percentage of the Class A
Noteholders' Monthly Principal Distributable Amount (less the portion
thereof, if any, applied to reduce the Outstanding Amount of the Class
A-1 Notes to zero on such Distribution Date).
"Class A-P Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class A-P
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class A-P
Notes on such preceding Distribution Date.
"Class A-P Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of (a) the Class A-P
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class A-P Noteholders' Principal Carryover
Shortfall for such Distribution Date; and (c) the Class A-P Premium
Reduction Amount for such Distribution Date; provided, however, that
until an amount sufficient to reduce the Outstanding Amount of the A-1
Notes to zero has been deposited in the Note Distribution Account, the
Class A-P Noteholders' Principal Distributable Amount shall be zero;
provided, further, that the sum of clauses (a), (b) and (c) shall not
exceed the Outstanding Amount of the Class A-P Notes, and, on the final
scheduled maturity date of the Class A-P Notes, the Class A-P
Noteholders' Principal Distributable Amount will include the amount, to
the extent of available funds, necessary (after giving effect to the
other amounts to be deposited in the Note Distribution Account on such
Distribution Date and allocable to principal) to reduce the Outstanding
Amount of the Class A-P Notes to zero.
"Class A-P Percentage" means, for any Distribution Date,
17.6853%.
"Class A-P Premium Reduction Amount" means (i) zero for any
Distribution Date on which there are any outstanding Class A-1 Notes
and (ii) the Class A-P Percentage of the Premium Reduction Amount for
any other Distribution Date.
"Class B Noteholders' Monthly Principal Distributable Amount"
means, (i) zero for any Distribution Date on which the Class A-1 Notes
remain outstanding and (ii) for all Other Distribution Dates, shall
equal the product of (x) the Noteholders' Monthly Principal
Distributable Amount and (y) the Class B Principal Percentage.
"Class B Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class B
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class B Notes
on such preceding Distribution Date.
20
<PAGE> 23
"Class B Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of (a) the Class B
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class B Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Class B Premium
Reduction Amount for such Distribution Date; provided, however, that
the sum of clauses (a), (b) and (c) shall not exceed the Outstanding
Amount of the Class B Notes, and, on the final scheduled maturity date
of the Class B Notes, the Class B Noteholders' Principal Distributable
Amount will include the amount, to the extent of available funds,
necessary (after giving effect to the other amounts to be deposited in
the Note Distribution Account on such Distribution Date and allocable
to principal) to reduce the Outstanding Amount of the Class B Notes to
zero.
"Class B Premium Reduction Amount" means (i) zero for any
Distribution Date on which there are any outstanding Class A Notes and
(ii) the Premium Reduction Amount for any other Distribution Date.
"Class B Principal Percentage" means, for any Distribution
Date before the Additional Principal Distributable Amount is reduced to
zero, the quotient of the Outstanding Amount of the Class B Notes
divided by the aggregate Outstanding Amount of the Class A Notes, the
Class B Notes and the Class C Notes, in each case as of the Record Date
related to such Distribution Date, and (ii) for each other Distribution
Date, such quotient as of the Distribution Date on which the Additional
Principal Distributable Amount is reduced to zero.
"Class C Noteholders' Monthly Principal Distributable Amount"
means, (i) zero for any Distribution Date on which the Class A-1 Notes
remain outstanding and (ii) for all other Distribution Dates, shall
equal the product of (x) the Noteholders' Monthly Principal
Distributable Amount for such Distribution Date and (y) the Class C
Principal Percentage.
"Class C Noteholders' Principal Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the Class C
Noteholders' Principal Distributable Amount for the preceding
Distribution Date over the amount that was actually deposited in the
Note Distribution Account in respect of principal of the Class C Notes
on such preceding Distribution Date.
"Class C Noteholders' Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of (a) the Class C
Noteholders' Monthly Principal Distributable Amount for such
Distribution Date, (b) the Class C Noteholders' Principal Carryover
Shortfall for such Distribution Date, and (c) the Class C Premium
Reduction Amount for such Distribution Date; provided, however, that
the sum of clauses (a), (b) and (c) shall not exceed the Outstanding
Amount of the Class C Notes, and, on the final scheduled maturity date
of the Class C Notes, the Class C Noteholders' Principal Distributable
Amount will include the amount, to the extent of available funds,
necessary (after giving effect to the other amounts to be deposited in
the Note Distribution Account on such Distribution Date and allocable
to principal) to reduce the Outstanding Amount of the Class C Notes to
zero.
"Class C Premium Reduction Amount" means (i) zero for any
Distribution Date on which there are any outstanding Class B Notes and
(ii) the Premium Reduction Amount for any other Distribution Date.
"Class C Principal Percentage" means, for any Distribution
Date before the Additional Principal Distributable Amount is reduced to
zero, the quotient of the Outstanding Amount of the Class C Notes
divided by the aggregate Outstanding Amount of the Class A Notes, the
Class B Notes and the Class C Notes, in each case as of the Record Date
related to such Distribution Date, and (ii) for each other Distribution
Date, such quotient as of the Distribution Date on which the Additional
Principal Distributable Amount is reduced to zero.
"Contract Rate" means, with respect to a Receivable, the rate
per annum of interest charged on the outstanding principal balance of
such Receivable.
"Defaulted Receivable" means, with respect to any collection
period, a Receivable (other than a Purchased Receivable) which (i) was
purchased by the Seller from the Bank and which the Servicer has
21
<PAGE> 24
determined to charge off during such collection period in accordance
with its customary servicing practices or (ii) was purchased by the
Seller from AutoFinance Group that is more than 120 days past due as of
the last day of such collection period; provided, however, that any
Receivable which the Seller or Servicer is obligated to repurchase or
purchase shall be deemed to have become a Defaulted Receivable during a
collection period if the Seller or Servicer fails to deposit the
Purchase Amount on the related Deposit Date when due.
"Excess Spread" means, for any Distribution Date, the excess
of (a) Available Interest for such Distribution Date over (b) the sum
of (i) the Servicing Fee and all prior unpaid Servicing Fees, (ii) the
noteholders' interest distributable amount, (iii) the
certificateholders' interest distributable amount, and (iv) Realized
Losses during the collection period preceding such Distribution Date.
"Final Scheduled Maturity Date" means May 2004.
"Principal Distributable Amount" means, for any Distribution
Date, the sum of (a) the Available Principal for such Distribution
Date, and (b) the amount of Realized Losses for the related collection
period.
"Purchase Amount" of any Receivable means, with respect to any
Deposit Date and the last day of the related collection period, an
amount equal to the sum of (a) the outstanding principal balance of
such Receivable as of the last day of such collection period and (b)
the amount of accrued and unpaid interest on such principal balance at
the related Contract Rate from the date a payment was last made by or
on behalf of the Obligor through and including the last day of such
collection period, in each case after giving effect to the receipt of
monies collected on such Receivable in such collection period.
"Purchased Receivable" means a Receivable purchased as of the
close of business on the last day of a collection period by the
Servicer or repurchased by the Seller pursuant to the Sale and
Servicing Agreement.
"Liquidation Proceeds" means, with respect to any Receivable
that has become a Defaulted Receivable, (a) insurance proceeds received
by the Servicer, with respect to insurance policies relating to the
Financed Vehicles or the Obligors, (b) amounts received by the Servicer
in connection with such Defaulted Receivable pursuant to the exercise
of rights under the related motor vehicle loan, and (c) the monies
collected by the Servicer (from whatever source, including, but not
limited to, proceeds of a sale of a Financed Vehicle, or deficiency
balance recovered after the charge-off of the related Receivable) on
such Defaulted Receivable, net of any expenses incurred by the Servicer
in connection therewith and any payments required by law to be remitted
to the Obligor.
"Non-Class A-P Percentage" means, for any Distribution Date,
one minus the Class A-P Percentage.
"Noteholders' Monthly Principal Distributable Amount" means,
for any Distribution Date, the Noteholders' Percentage of the Principal
Distributable Amount.
"Noteholders' Percentage" means, (a) 100% for any Distribution
Date until the Outstanding Amount of the Class A-1 Notes has been
reduced to zero and (b) 98.40% for any other Distribution Date.
"Premium Reduction Amount" means, for any Distribution Date,
the lesser of (A) the Excess Spread and (B) the Additional Principal
Distributable Amount, in each case, for such Distribution Date
"Realized Losses" means, for any collection period, the
aggregate principal balances of any Receivables that became Defaulted
Receivables during such collection period.
22
