<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) March 15, 1999
----------------------
KEY CONSUMER ACCEPTANCE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-64337 52-1995940
- ------------------------------------- ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Key Tower, 127 Public Square, Cleveland, Ohio 44114
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(216) 689-3000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE> 2
ITEM 5. OTHER EVENTS.
On or about March 24, 1999, the Registrant will cause the issuance and
sale of approximately $560,738,000 initial principal amount of Asset Backed
Notes, Series 1999-1 (the "Notes").
In connection with the sale of the Notes, the Registrant has been
advised by Credit Suisse First Boston ("CS First Boston"), that CS First Boston
has furnished to prospective investors a series term sheet (the "Term Sheet")
with respect to the Notes following the effective date of Registration Statement
No. 333-64337, which the Term Sheet is being filed as an exhibit to this report.
The information in the Term Sheet is preliminary and may be superseded
by the Prospectus Supplement and the accompanying Prospectus relating to the
Notes and by any other information subsequently filed with the Securities and
Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
-2-
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ITEM 601(a) OF
REGULATION S-K
EXHIBIT NO. EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- ----------- --------------------
1 99 Term Sheet--
Term Sheet (as defined in
Item 5) that has been
provided by CS First Boston
to certain prospective
purchasers of the Notes.
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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: March 16, 1999 By: /s/ Craig T. Platt
-------------------------------------
Name: Craig T. Platt
Title: President
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INDEX OF EXHIBITS
ITEM 601(a) OF
EXHIBIT REGULATION S-K
NUMBER EXHIBIT NO. DOCUMENT DESCRIPTION
- ------ ----------- --------------------
Exhibit 1 99 Term Sheet
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<PAGE> 1
KEY AUTO FINANCE TRUST 1999-1
KEY CONSUMER ACCEPTANCE CORPORATION
SELLER
KEY BANK USA, NATIONAL ASSOCIATION
SERVICER
SUBJECT TO REVISION
TERM SHEET DATED MARCH 15, 1999
UNDERWRITERS
CREDIT SUISSE FIRST BOSTON MCDONALD INVESTMENTS
A KEYCORP COMPANY
<PAGE> 2
PROCEEDS OF THE ASSETS OF THE TRUST AND AMOUNTS ON DEPOSIT IN THE 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 1999-1. 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
1999-1 (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
$560,738,000 Asset Backed Notes
Key Auto Finance Trust 1999-1
Key Consumer Acceptance Corporation
Seller
Key Bank USA, National Association
Servicer
Subject to Revision
Term Sheet Dated March 15, 1999
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 James Murphy at (212) 325-0380 or Jay Steiner at (212) 325-4093.
ISSUER..............Key Auto Finance Trust 1999-1 (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").
COLLATERAL AGENT....Bankers Trust Company will serve as the collateral agent for
the Reserve Account (the "Collateral Agent").
OWNER TRUSTEE.......Chase Manhattan Bank Delaware, as trustee under the Trust
Agreement (the "Owner Trustee").
THE NOTES...........$108,000,000 Class A-1 ____% Asset Backed Notes (the "Class
A-1 Notes").
$149,800,000 Class A-2 ____% Asset Backed Notes (the "Class
A-2 Notes").
$96,300,000 Class A-3 ____% Asset Backed Notes (the "Class
A-3 Notes").
$140,700,000 Class A-4 ____% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the "Class A
Notes").
$38,703,000 Class B ____% Asset Backed Notes (the "Class B
Notes").
$27,235,000 Class C ____% Asset Backed Notes (the "Class C
Notes").
The Notes will be secured by the assets of the Trust
pursuant to the Indenture.
1
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THE CERTIFICATES...........$12,634,290 _____% Asset Backed Certificates (the
"Certificates" and, together with the Notes, the
"Securities"). The Certificates are not being
offered hereby.
THE RECEIVABLES............On March 15, 1999 (the "Closing Date"), the Trust
will purchase from the Seller a pool of motor
vehicle promissory notes and security agreements
and/or 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 March 1, 1999
(the "Cutoff Date"), security interests in the
vehicles financed thereby (the "Financed
Vehicles"), rights under agreements with motor
vehicle dealers, 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 $555,324,252.85 as of the
Cutoff Date.
The "Pool Balance" means, at any time, the sum of the
outstanding Principal Balances of the Receivables.
The "Original Pool Balance" means the Pool Balance
as of the Cutoff Date. 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 April 15, 1999 (and, in the
case of the Class A-1 Notes, on 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 multiplied by the principal amount of
such class of Notes as of the close of business on
the preceding Distribution Date. 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.
C. PRINCIPAL...............Principal of the Notes 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), to
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the extent of funds available therefor, in
an amount generally equal to the
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 Class A-1 Noteholders' Principal
Distributable Amount on a pro rata basis
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 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 on a pro rata
basis 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 on a pro rata basis until the
principal balance of the Class A-3 Notes is
reduced to zero; and third, to the principal
balance of the Class A-4 Notes on a pro rata
basis until the principal balance of the
Class A-4 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. Payment of principal on the
Class C Notes on each Distribution Date will
be subordinated in priority to payment in
full of accrued interest on the Notes and
Certificates and payment in full of
principal payable on the Class A Notes and
the Class B Notes. Payment of principal on
the Class B Notes on each Distribution Date
will be subordinated in priority to payment
in full of accrued interest payable on the
Notes and payment in full of principal
payable on the Class A Notes. Payments of
principal on the Class A Notes on each
Distribution Date will be subordinated in
priority to payment in full of accrued
interest on the Notes.
The outstanding principal amount of each class of
Notes, to the extent unpaid, will be payable
on the applicable scheduled final maturity
date for such class of Notes or upon
optional redemption, each as described
below.
D. FINAL SCHEDULED MATURITIES....Class A-1 Notes will mature on April 17, 2000
(the "Class A-1 Final Scheduled Distribution
Date").
Class A-2 Notes will mature on the August
15, 2002 Distribution Date.
Class A-3 Notes will mature on the July 15,
2003 Distribution Date.
Class A-4 Notes will mature on the January
15, 2007 Distribution Date.
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Class B Notes will mature on the January 15,
2007 Distribution Date.
Class C Notes will mature on the January 15,
2007 Distribution Date.
E. OPTIONAL REDEMPTION..........The 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 (as defined below) has declined to 5%
or less of the Original Pool Balance, at a
redemption price equal to the unpaid
principal amount of the Notes and
Certificates plus accrued and unpaid
interest thereon. "Collection Period" means
any calendar month (or, in the case of the
initial Collection Period, the period from
the Cutoff Date to and including March 31,
1999).
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 (or the actual number of days
from and including the Closing Date to but
excluding April 15, 1999 divided by 360, for
the initial Distribution Date) of the
servicing fee rate of 1.0% per annum
(calculated on the basis of a 360-day year
consisting of twelve 30-day months),
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 $16,659,728 (the
"Reserve Account Deposit"). The Seller will
establish the Reserve Account in the name of
the Collateral Agent for the benefit of the
Issuer, and the Issuer will assign its
rights in the Reserve Account to the
Indenture Trustee for the benefit of the
Noteholders.
The Reserve Account Deposit will equal the
Specified Reserve Account Balance (as
defined below) 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) 3.0% 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 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).
On or prior to the business day preceding each
Distribution Date (each, a "Deposit Date"),
the Collateral Agent will withdraw available
funds (exclusive of investment earnings)
from the Reserve Account to the extent (a)
the sum of the
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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 the Reserve Account is
reduced to zero, Securityholders 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 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 Collateral Agent will withdraw and 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.
The Reserve Account may serve as credit
enhancement not only for the Notes and
Certificates issued by the Issuer but also
for notes and certificates issued by future
similar trusts holding motor vehicle loans
to be formed by the Seller, but only if the
notes and certificates issued by a future
similar trust so permit and the Rating
Agency Condition (as defined below) is
satisfied at or before the time that the
Reserve Account is made available to another
trust. In that event, the available amounts
under the Reserve Account could be reduced
or eliminated due to losses with respect to
the motor vehicle loans held by other trusts
and the holders of the Notes and the
Certificates will bear the risk of
delinquencies, loan losses and repossession
with respect to the Receivables held by the
Issuer. The "Rating Agency Condition" will
be satisfied if each of the rating agencies
has delivered prior written notice to the
Seller, the Servicer, the Indenture Trustee
and the Owner Trustee that it will not
reduce, withdraw or qualify its current
rating on the Notes and the Certificates.
However, in order to satisfy the rating
agency condition enabling another trust to
have access to the reserve account, the
Seller may be required to deposit additional
funds in the reserve account, which would
potentially increase the amount available to
make payments on the Notes and the
Certificates.
TAX STATUS......................In the opinion of Thompson Hine & Flory LLP, for
federal income tax and for Ohio corporation
franchise tax purposes, the Notes will be
characterized as debt, and the Issuer will
not be classified as a separate entity that
is an association (or a publicly traded
partnership) taxable as a corporation.
ERISA CONSIDERATIONS............Subject to the considerations discussed under
"ERISA Considerations" in the Prospectus
Supplement and in the Prospectus, the Notes
are generally eligible for purchase by
employee benefit plans subject to ERISA.
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 Rule
2a-7 of the Investment Company Act of 1940,
as amended.
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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 be rated in the
highest short-term rating category of at
least two nationally recognized rating
agencies (the "Rating Agencies"), that the
Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes be rated in the highest
long-term rating category of at least two
Rating Agencies, that the Class B Notes be
rated at least in the "A" category or its
equivalent by at least two Rating Agencies
and that the Class C Notes be rated at least
in the "BBB" category 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.
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THE RECEIVABLES POOL
The Receivables were purchased or originated by the Bank (a
wholly-owned subsidiary of KeyCorp) in the ordinary course of its business. The
pool of Receivables (the "Receivables Pool") will consist of Receivables
purchased by the Issuer as of the Cutoff Date. The Receivables have been
selected from the motor vehicle loan portfolio of the Bank 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 January 15, 2007, (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 Issuer as of the Cutoff
Date.
<TABLE>
<CAPTION>
COMPOSITION OF THE RECEIVABLES POOL
AS OF THE CUTOFF DATE
<S> <C>
Aggregate Principal Balance $555,324,252.85
Number of Receivables 36,458
Average Principal Balance $15,231.89
(Range) $102.34 to $49,893.76
Average Original Amount Financed $15,801.53
(Range) $1,000.00 to $51,047.22
Weighted Average Contract Rate 11.40%
(Range) 6.74% to 29.00%
Weighted Average Original Term 64.26 months
(Range) 12 to 84 months
Weighted Average Remaining Term 61.28 months
(Range) 6 to 84 months
</TABLE>
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DISTRIBUTION BY CONTRACT RATE OF THE RECEIVABLES
AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF AGGREGATE OF AGGREGATE
CONTRACT RATE RANGE RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE(1)
- ------------------- ----------- ----------------- --------------------
<S> <C> <C> <C>
6.00 to 6.99 21 $278,455.30 0.05%
7.00 to 7.99 2,727 44,787,580.50 8.07%
8.00 to 8.99 5,132 87,294,343.79 15.72%
9.00 to 9.99 6,356 107,439,971.99 19.35%
10.00 to 10.99 5,245 86,276,083.77 15.54%
11.00 to 11.99 4,796 74,882,520.69 13.48%
12.00 to 12.99 3,218 42,902,192.51 7.73%
13.00 to 13.99 2,117 27,454,271.55 4.94%
14.00 to 14.99 891 10,820,419.70 1.95%
15.00 to 15.99 849 10,270,254.27 1.85%
16.00 to 16.99 825 11,199,829.81 2.02%
17.00 to 17.99 319 4,051,572.01 0.73%
18.00 to 18.99 1,127 14,712,664.35 2.65%
19.00 to 19.99 400 5,282,957.56 0.95%
20.00 to 20.99 598 7,273,039.05 1.31%
21.00 to 21.99 962 11,408,597.00 2.05%
22.00 to 22.99 125 1,427,962.99 0.26%
23.00 to 23.99 510 5,420,340.94 0.98%
24.00 to 24.99 73 725,744.57 0.13%
25.00 to 25.99 159 1,353,776.85 0.24%
26.00 and above 8 61,673.65 0.01%
----- --------------- ----
Totals 36,458 $555,324,252.85 100%
====== =============== ====
</TABLE>
(1) Percentages may not add to 100% because of rounding.
8
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DISTRIBUTION BY CERTAIN CHARACTERISTICS
AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF AGGREGATE OF AGGREGATE
RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
----------- ----------------- -----------------
<S> <C> <C> <C>
New Vehicles..................... 8,163 $172,499,681.46 31.06%
Used Vehicles.................... 28,295 $382,824,571.39 68.94%
------- --------------- -----
Total................... 36,458 $555,324,252.85 100.00%
Precomputed Receivables.......... 4,335 $53,947,764.26 9.71%
Simple Interest Receivables...... 32,123 $501,376,488.59 90.29%
------- --------------- -----
Total................... 36,458 $555,324,252.85 100.00%
Bank Receivables (1)............ 32,123 $501,376,488.59 90.29%
ASF Receivables (2)............. 4,335 $53,947,764.26 9.71%
------- --------------- -----
Total................... 36,458 $555,324,252.85 100.00%
</TABLE>
(1) Receivables originated or purchased through the Bank as traditional
credits.
(2) Receivables originated or purchased through Automotive Specialty
Finance ("ASF"), the business unit of the Bank specializing in higher
risk credits.
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GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL
AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
AGGREGATE AGGREGATE
PRINCIPAL PRINCIPAL
STATE(1) BALANCE(2) STATE(1) BALANCE(2)
- -------- ---------- -------- ----------
<S> <C> <C> <C>
Alabama....................... 0.20% Nebraska....................... 0.02%
Alaska........................ 0.05% Nevada......................... 1.91%
Arizona....................... 9.48% New Hampshire.................. 0.92%
Arkansas...................... 0.13% New Jersey..................... 0.19%
California.................... 15.28% New Mexico..................... 2.83%
Colorado...................... 6.08% New York....................... 6.72%
Connecticut................... 1.02% North Carolina................. 3.39%
Delaware...................... 0.04% North Dakota................... 0.01%
District of Columbia.......... 0.01% Ohio........................... 2.26%
Florida....................... 2.37% Oklahoma....................... 3.34%
Georgia....................... 1.38% Oregon......................... 5.38%
Hawaii........................ 0.01% Pennsylvania................... 0.00%
Idaho......................... 0.24% Rhode Island................... 0.10%
Illinois...................... 1.41% South Carolina................. 1.27%
Indiana....................... 1.73% South Dakota................... 0.14%
Iowa.......................... 0.11% Tennessee...................... 0.70%
Kansas........................ 0.14% Texas.......................... 8.93%
Kentucky...................... 0.99% Utah........................... 1.45%
Louisiana..................... 0.05% Vermont........................ 0.60%
Maine......................... 5.67% Virginia....................... 0.09%
Maryland...................... 0.02% Washington..................... 9.24%
Massachusetts................. 0.51% West Virginia.................. 0.32%
Michigan...................... 1.99% Wisconsin...................... 0.10%
Minnesota..................... 0.28% Wyoming........................ 0.40%
Mississippi................... 0.20% Other.......................... 0.03%
-----
Missouri...................... 0.18% TOTAL................. 100.00%
Montana....................... 0.12%
</TABLE>
- ----------
(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.
10
<PAGE> 13
DELINQUENCIES AND NET LOSSES
Set forth below is certain information concerning the combined
historical delinquency and loss experience of the Originator pertaining to Motor
Vehicle Loans. "Motor Vehicle Loans" include (i) motor vehicle promissory notes
and security agreements executed by an obligor in favor of the Bank and (ii)
motor vehicle retail installment sales contracts between an obligor and a motor
vehicle dealer.
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, 1993. The Bank began
originating Motor Vehicle Loans on September 5, 1995. The underwriting standards
and servicing procedures used by some banks or financial institutions may have
been different from those currently used by the Bank and, consequently, the
experience shown in the tables below may not be comparable to the performance of
the Receivables.
Automotive Specialty Finance ("ASF"), the business unit of the Bank
which focuses on higher risk loans, originated or purchased 9.71% of the
aggregate principal balance of the Receivables included in the assets of the
Issuer. As of December 31, 1998, 10.70% of the aggregate principal balance of
the Motor Vehicle Loans in the Combined Motor Vehicle Loan Portfolio were
originated or purchased by ASF.
Because the composition of the Receivables included in the assets of
the Issuer differs from that of 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 current
structure 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 Issuer will be comparable to that set forth below.
COMBINED MOTOR VEHICLE LOAN PORTFOLIO
DELINQUENCY EXPERIENCE (1)
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------------------------------
1998 1997 1996 1995
----------------- ---------------- ------------------ ---------------
$ Percent $ Percent $ Percent $ Percent
--- ------- --- ------- --- ------- --- -------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amount of Motor Vehicle Loans
Outstanding (2)....... $4,395.36 100.00% $4,729.03 100.00% $ 4,805.29 100.00% $4,171.49 100.00%
Period of Delinquency (3)
30-60 days............. $ 110.44 2.51% $ 103.93 2.20% $ 128.37 2.67% $ 87.32 2.09%
Over 60 days........... $ 63.33 1.44% 47.68 1.01% 25.57 0.53% 15.35 0.37%
--------- ------ --------- ------ ---------- ------ --------- ------
Total $ 173.77 3.95% $ 151.61 3.21% $ 153.94 3.20% $ 102.67 2.46%
</TABLE>
(1) All amounts and percentages are based on the principal amount scheduled
to be paid on each Motor Vehicle Loan.
(2) Amount does not include Motor Vehicle Loans originated or purchased by
ASF for which the related Financed Vehicle has been repossessed.
(3) The period of delinquency is based on the number of days the Obligors
are contractually past due. Amounts include repossessions on hand which
have not been charged-off for traditional Motor Vehicle Loans.
11
<PAGE> 14
The charge-off policy of the Servicer for traditional Motor Vehicle
Loans has changed over the time periods reported in the table below. For
charge-offs reported prior to May 1996, the Servicer's policy was to charge-off
delinquent traditional Motor Vehicle Loans at the earliest of (i) approximately
120 days of delinquency if the related vehicle had not been repossessed, (ii)
approximately 150 days of delinquency if the related vehicle had been
repossessed but repossession proceeds had not been received, or (iii) the day
that repossession proceeds were received. For charge-offs reported from May 1996
to October 1997, the Servicer's policy was to charge-off delinquent traditional
Motor Vehicle Loans at the earliest of (i) approximately 120 days of delinquency
if the related vehicle had not been repossessed, (ii) approximately 180 days of
delinquency if the related vehicle had been repossessed but repossession
proceeds had not been received, or (iii) the day that repossession proceeds were
received. Since October 1997, the Servicer's policy is to charge-off delinquent
traditional Motor Vehicle Loans at the earliest of (i) approximately 120 days of
delinquency if the related vehicle has not been repossessed, (ii) approximately
180 days of delinquency if the related vehicle has been repossessed but
repossession proceeds have not been received, or (iii) within 30 days of receipt
of repossession proceeds. Accordingly, the charge-off experience for the
Combined Motor Vehicle Loan Portfolio reported in the table below may vary
depending on when traditional Motor Vehicle Loans were charged-off.
The charge-off policy for higher risk Motor Vehicle Loans has not
changed over the time periods reported in the table below. Delinquent higher
risk Motor Vehicle Loans are charged-off at the earliest of (i) approximately 60
days of delinquency if the related vehicle has not been repossessed, (ii)
approximately 60 days after the related vehicle has been repossessed if
repossession proceeds have not been received, or (iii) the day that repossession
proceeds are received. On March 1, 1999 the Servicer changed its charge-off
policy for higher risk Motor Vehicle Loans to charge-off delinquent higher risk
Motor Vehicle Loans at the earliest of (i) approximately 90 days of delinquency
if the related vehicle has not been repossessed, (ii) approximately 60 days
after the related vehicle has been repossessed if repossession proceeds have not
been received, or (iii) the day that repossession proceeds are received.
COMBINED MOTOR VEHICLE LOAN PORTFOLIO
HISTORICAL NET LOSS EXPERIENCE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995
----- ----- ----- ----
(Dollars in Millions)
<S> <C> <C> <C> <C>
Amount of Motor Vehicle Loans Outstanding (1)(2)........ $ 4,395.36 $ 4,729.03 $ 4,805.39 $ 4,171.49
Average Amount of Motor Vehicle Loans
Outstanding (3)(2).................................... $ 4,477.33 $ 4,576.46 $ 4,478.81 $ 4,134.49
Gross Charge-Offs (4)................................... $ 135.96 $ 135.53 $ 83.38 $ 53.30
Recoveries (5).......................................... $ 32.06 $ 25.03 $ 22.56 $ 17.02
Net Losses (6).......................................... $ 103.90 $ 110.50 $ 60.82 $ 36.28
---------- ---------- ----------- -----------
Net Losses as a Percentage of Amount
Outstanding............................................ 2.36% 2.34% 1.27% 0.87%
Net Losses as a Percentage of Average Amount Outstanding. 2.32% 2.41% 1.36% 0.88%
</TABLE>
(1) Amount represents principal amount scheduled to be paid on Motor Vehicle
Loans.
(2) Amount does not include Motor Vehicle Loans originated or purchased by ASF
for which the related Financed Vehicle has been repossessed.
(3) Average of monthly principal amounts of Motor Vehicle Loans outstanding.
(4) 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.
(5) 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.
(6) Gross charge-offs less recoveries.
12
<PAGE> 15
Delinquencies and net losses 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 losses. As a result, the delinquency and net loss 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", "Percent of Initial Class
A-3 Note and Class A-4 Note Principal Balances at Various ABS Percentages" and
"Percent 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 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 on each Distribution Date is equal to the
Specified Reserve Account Balance, 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................... $53,947,764 19.85% 59 56
2................... $501,376,489 10.49% 65 62
</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
two hypothetical pools could produce slower or faster principal distributions
than indicated in the ABS Table at the various constant percentages of ABS
13
<PAGE> 16
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 FOLLOWING 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.
14
<PAGE> 17
PERCENT OF INITIAL CLASS A-1 NOTE AND CLASS A-2 NOTE PRINCIPAL BALANCES AT
VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
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....... 100 100 100 100 100 100 100 100 100 100
April 1999......... 92 86 83 82 80 100 100 100 100 100
May 1999........... 83 72 67 65 61 100 100 100 100 100
June 1999.......... 75 59 51 47 42 100 100 100 100 100
July 1999.......... 66 46 35 30 24 100 100 100 100 100
August 1999........ 58 32 19 14 5 100 100 100 100 100
September 1999..... 49 19 3 0 0 100 100 100 98 92
October 1999....... 41 6 0 0 0 100 100 93 88 81
November 1999...... 32 0 0 0 0 100 96 84 79 71
December 1999...... 25 0 0 0 0 100 89 76 70 62
January 2000....... 18 0 0 0 0 100 83 68 62 53
February 2000...... 12 0 0 0 0 100 77 61 54 44
March 2000......... 5 0 0 0 0 100 70 53 46 35
April 2000......... 0 0 0 0 0 99 64 46 38 27
May 2000........... 0 0 0 0 0 94 58 38 30 18
June 2000.......... 0 0 0 0 0 90 51 31 23 10
July 2000.......... 0 0 0 0 0 86 45 24 15 2
August 2000........ 0 0 0 0 0 81 39 17 8 0
September 2000..... 0 0 0 0 0 77 33 10 0 0
October 2000....... 0 0 0 0 0 73 27 3 0 0
November 2000...... 0 0 0 0 0 68 21 0 0 0
December 2000...... 0 0 0 0 0 64 15 0 0 0
January 2001....... 0 0 0 0 0 59 9 0 0 0
February 2001...... 0 0 0 0 0 54 4 0 0 0
March 2001......... 0 0 0 0 0 50 0 0 0 0
April 2001......... 0 0 0 0 0 45 0 0 0 0
May 2001........... 0 0 0 0 0 40 0 0 0 0
June 2001.......... 0 0 0 0 0 35 0 0 0 0
July 2001.......... 0 0 0 0 0 31 0 0 0 0
August 2001........ 0 0 0 0 0 26 0 0 0 0
September 2001..... 0 0 0 0 0 21 0 0 0 0
October 2001....... 0 0 0 0 0 16 0 0 0 0
November 2001...... 0 0 0 0 0 11 0 0 0 0
December 2001...... 0 0 0 0 0 6 0 0 0 0
January 2002....... 0 0 0 0 0 1 0 0 0 0
February 2002...... 0 0 0 0 0 0 0 0 0 0
March 2002......... 0 0 0 0 0 0 0 0 0 0
April 2002......... 0 0 0 0 0 0 0 0 0 0
May 2002........... 0 0 0 0 0 0 0 0 0 0
June 2002.......... 0 0 0 0 0 0 0 0 0 0
July 2002.......... 0 0 0 0 0 0 0 0 0 0
August 2002........ 0 0 0 0 0 0 0 0 0 0
September 2002..... 0 0 0 0 0 0 0 0 0 0
October 2002....... 0 0 0 0 0 0 0 0 0 0
November 2002...... 0 0 0 0 0 0 0 0 0 0
December 2002...... 0 0 0 0 0 0 0 0 0 0
January 2003....... 0 0 0 0 0 0 0 0 0 0
February 2003...... 0 0 0 0 0 0 0 0 0 0
March 2003......... 0 0 0 0 0 0 0 0 0 0
April 2003......... 0 0 0 0 0 0 0 0 0 0
May 2003........... 0 0 0 0 0 0 0 0 0 0
June 2003.......... 0 0 0 0 0 0 0 0 0 0
July 2003.......... 0 0 0 0 0 0 0 0 0 0
August 2003........ 0 0 0 0 0 0 0 0 0 0
September 2003..... 0 0 0 0 0 0 0 0 0 0
October 2003....... 0 0 0 0 0 0 0 0 0 0
November 2003...... 0 0 0 0 0 0 0 0 0 0
December 2003...... 0 0 0 0 0 0 0 0 0 0
January 2004....... 0 0 0 0 0 0 0 0 0 0
February 2004...... 0 0 0 0 0 0 0 0 0 0
March 2004......... 0 0 0 0 0 0 0 0 0 0
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
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>
April 2004......... 0 0 0 0 0 0 0 0 0 0
May 2004........... 0 0 0 0 0 0 0 0 0 0
Weighted Avg.
Life (years)(1).... 0.5 0.3 0.3 0.3 0.3 2.0 1.3 1.1 1.0 0.9
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>
- -----------------
(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.
16
<PAGE> 19
PERCENT OF INITIAL CLASS A-3 NOTE AND CLASS A-4 NOTE PRINCIPAL BALANCES AT
VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
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........ 100 100 100 100 100 100 100 100 100 100
April 1999.......... 100 100 100 100 100 100 100 100 100 100
May 1999............ 100 100 100 100 100 100 100 100 100 100
June 1999........... 100 100 100 100 100 100 100 100 100 100
July 1999........... 100 100 100 100 100 100 100 100 100 100
August 1999......... 100 100 100 100 100 100 100 100 100 100
September 1999...... 100 100 100 100 100 100 100 100 100 100
October 1999........ 100 100 100 100 100 100 100 100 100 100
November 1999....... 100 100 100 100 100 100 100 100 100 100
December 1999....... 100 100 100 100 100 100 100 100 100 100
January 2000........ 100 100 100 100 100 100 100 100 100 100
February 2000....... 100 100 100 100 100 100 100 100 100 100
March 2000.......... 100 100 100 100 100 100 100 100 100 100
April 2000.......... 100 100 100 100 100 100 100 100 100 100
May 2000............ 100 100 100 100 100 100 100 100 100 100
June 2000........... 100 100 100 100 100 100 100 100 100 100
July 2000........... 100 100 100 100 100 100 100 100 100 100
August 2000......... 100 100 100 100 90 100 100 100 100 100
September 2000...... 100 100 100 100 78 100 100 100 100 100
October 2000........ 100 100 100 89 66 100 100 100 100 100
November 2000....... 100 100 94 78 55 100 100 100 100 100
December 2000....... 100 100 84 68 43 100 100 100 100 100
January 2001........ 100 100 74 57 32 100 100 100 100 100
February 2001....... 100 100 64 47 21 100 100 100 100 100
March 2001.......... 100 97 54 37 11 100 100 100 100 100
April 2001.......... 100 88 45 27 0 100 100 100 100 100
May 2001............ 100 79 35 17 0 100 100 100 100 93
June 2001........... 100 71 26 8 0 100 100 100 100 87
July 2001........... 100 62 17 0 0 100 100 100 99 80
August 2001......... 100 54 8 0 0 100 100 100 93 74
September 2001...... 100 45 0 0 0 100 100 100 87 68
October 2001........ 100 37 0 0 0 100 100 94 81 62
November 2001....... 100 29 0 0 0 100 100 89 76 56
December 2001....... 100 21 0 0 0 100 100 83 70 51
January 2002........ 100 14 0 0 0 100 100 78 65 46
February 2002....... 93 6 0 0 0 100 100 73 60 41
March 2002.......... 85 0 0 0 0 100 99 68 55 36
April 2002.......... 77 0 0 0 0 100 94 63 50 31
May 2002............ 68 0 0 0 0 100 89 58 46 27
June 2002........... 60 0 0 0 0 100 84 54 41 23
July 2002........... 52 0 0 0 0 100 79 49 37 19
August 2002......... 43 0 0 0 0 100 74 45 33 15
September 2002...... 34 0 0 0 0 100 69 41 29 0
October 2002........ 26 0 0 0 0 100 65 37 26 0
November 2002....... 17 0 0 0 0 100 60 33 22 0
December 2002....... 8 0 0 0 0 100 56 30 19 0
January 2003........ 0 0 0 0 0 99 52 26 16 0
February 2003....... 0 0 0 0 0 93 47 23 0 0
March 2003.......... 0 0 0 0 0 87 43 20 0 0
April 2003.......... 0 0 0 0 0 81 39 17 0 0
May 2003............ 0 0 0 0 0 74 35 0 0 0
June 2003........... 0 0 0 0 0 68 31 0 0 0
July 2003........... 0 0 0 0 0 61 28 0 0 0
August 2003......... 0 0 0 0 0 55 24 0 0 0
September 2003...... 0 0 0 0 0 48 21 0 0 0
October 2003........ 0 0 0 0 0 42 17 0 0 0
November 2003....... 0 0 0 0 0 35 0 0 0 0
December 2003....... 0 0 0 0 0 29 0 0 0 0
January 2004........ 0 0 0 0 0 23 0 0 0 0
February 2004....... 0 0 0 0 0 17 0 0 0 0
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
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>
March 2004.......... 0 0 0 0 0 0 0 0 0 0
April 2004.......... 0 0 0 0 0 0 0 0 0 0
May 2004............ 0 0 0 0 0 0 0 0 0
Weighted Avg. Life
(years)(1).......... 3.4 2.5 2.1 1.9 1.7 4.5 3.9 3.4 3.2 2.8
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>
- -------------
(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.
18
<PAGE> 21
PERCENT OF INITIAL CLASS B NOTE AND CLASS C NOTE PRINCIPAL BALANCES AT
VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
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........ 100 100 100 100 100 100 100 100 100 100
April 1999.......... 100 100 100 100 100 100 100 100 100 100
May 1999............ 100 100 100 100 100 100 100 100 100 100
June 1999........... 100 100 100 100 100 100 100 100 100 100
July 1999........... 100 100 100 100 100 100 100 100 100 100
August 1999......... 100 100 100 100 100 100 100 100 100 100
September 1999...... 100 100 100 100 98 100 100 100 100 98
October 1999........ 100 100 98 96 94 100 100 98 96 94
November 1999....... 100 99 95 93 90 100 99 95 93 90
December 1999....... 100 96 92 90 87 100 96 92 90 87
January 2000........ 100 94 89 87 83 100 94 89 87 83
February 2000....... 100 91 86 83 80 100 91 86 83 80
March 2000.......... 100 89 83 80 76 100 89 83 80 76
April 2000.......... 99 86 80 77 73 99 86 80 77 73
May 2000............ 98 84 77 74 69 98 84 77 74 69
June 2000........... 96 81 74 71 66 96 81 74 71 66
July 2000........... 94 79 71 68 63 94 79 71 68 63
August 2000......... 93 77 68 65 60 93 77 68 65 60
September 2000...... 91 74 66 62 57 91 74 66 62 57
October 2000........ 89 72 63 60 54 89 72 63 60 54
November 2000....... 88 70 60 57 51 88 70 60 57 51
December 2000....... 86 67 58 54 48 86 67 58 54 48
January 2001........ 84 65 55 51 45 84 65 55 51 45
February 2001....... 82 63 53 49 42 82 63 53 49 42
March 2001.......... 81 61 50 46 40 81 61 50 46 40
April 2001.......... 79 58 48 44 37 79 58 48 44 37
May 2001............ 77 56 46 41 34 77 56 46 41 34
June 2001........... 75 54 43 39 32 75 54 43 39 32
July 2001........... 73 52 41 37 30 73 52 41 37 30
August 2001......... 71 50 39 34 27 71 50 39 34 27
September 2001...... 69 48 37 32 25 69 48 37 32 25
October 2001........ 67 46 35 30 23 67 46 35 30 23
November 2001....... 65 44 33 28 21 65 44 33 28 21
December 2001....... 64 42 31 26 19 64 42 31 26 19
January 2002........ 62 40 29 24 17 62 40 29 24 17
February 2002....... 60 38 27 22 15 60 38 27 22 15
March 2002.......... 57 36 25 20 13 57 36 25 20 13
April 2002.......... 55 34 23 19 12 55 34 23 19 12
May 2002............ 53 32 21 17 10 53 32 21 17 10
June 2002........... 51 31 20 15 8 51 31 20 15 8
July 2002........... 49 29 18 14 7 49 29 18 14 7
August 2002......... 47 27 17 12 6 47 27 17 12 6
September 2002...... 45 25 15 11 0 45 25 15 11 0
October 2002........ 43 24 14 10 0 43 24 14 10 0
November 2002....... 41 22 12 8 0 41 22 12 8 0
December 2002....... 38 20 11 7 0 38 20 11 7 0
January 2003........ 36 19 10 6 0 36 19 10 6 0
February 2003....... 34 17 9 0 0 34 17 9 0 0
March 2003.......... 32 16 7 0 0 32 16 7 0 0
April 2003.......... 29 14 6 0 0 29 14 6 0 0
May 2003............ 27 13 0 0 0 27 13 0 0 0
June 2003........... 25 11 0 0 0 25 11 0 0 0
July 2003........... 22 10 0 0 0 22 10 0 0 0
August 2003......... 20 9 0 0 0 20 9 0 0 0
September 2003...... 18 8 0 0 0 18 8 0 0 0
October 2003........ 15 6 0 0 0 15 6 0 0 0
November 2003....... 13 0 0 0 0 13 0 0 0 0
December 2003....... 11 0 0 0 0 11 0 0 0 0
January 2004........ 8 0 0 0 0 8 0 0 0 0
February 2004....... 6 0 0 0 0 6 0 0 0 0
March 2004.......... 0 0 0 0 0 0 0 0 0 0
April 2004.......... 0 0 0 0 0 0 0 0 0 0
</TABLE>
19
<PAGE> 22
<TABLE>
<CAPTION>
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>
May 2004............ 0 0 0 0 0 0 0 0 0 0
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Weighted Avg. Life
(yrs) (1)........... 3.3 2.6 2.2 2.0 1.8 3.3 2.6 2.2 2.0 1.8
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>
- ----------
(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.
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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 Interest" for any Distribution
Date shall exclude (i) all payments and proceeds of any Receivables the Purchase
Amount of which has been distributed on a prior Distribution Date and (ii) all
other payments and proceeds of any Receivables distributed on the preceding
Distribution Date.
"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.
"Available Principal" on any Distribution Date shall exclude (i) all payments
and proceeds of any Receivables the Purchase Amount of which has been
distributed on a prior Distribution Date and (ii) all other payments and
proceeds of any Receivables distributed on the preceding 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 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, and
(iv) the Class A-4 Noteholders' Principal Distributable Amount, in each case, as
of such Distribution Date.
"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 Premium
Reduction Amount for any other Distribution Date.
"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-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.
"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 final scheduled maturity date
for the Class A-1 Notes, 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.
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"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, 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).
"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, 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).
"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.
"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, 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, the
Class A-2 Notes and the Class A-3 Notes to zero on 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, the Class A-2 Notes or the 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 principal 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.
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"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.
"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, (i) 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, (i) 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 (a) was not purchased or
originated by ASF and which the Servicer has determined to charge off during
such Collection Period on the earliest to occur of (i) 120 days of delinquency
if the related Financed Vehicle has not been repossessed; (ii) 180 days of
delinquency if the related Financed Vehicle has been repossessed but
repossession proceeds have not been received, or (iii) within 30 days of receipt
of repossession proceeds; or (b) was purchased or originated by ASF and which
the Servicer has determined to charge off during such Collection Period on the
earliest to occur of (i) 90 days of delinquency if the related Financed Vehicle
has not been repossessed; (ii) 60 days after the related Financed Vehicle has
been repossessed if repossession proceeds have not been received, or (iii) the
day that repossession proceeds are received.
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"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) accrued interest payable
on the Notes, (iii) accrued interest payable on the Certificates, and (iv)
Realized Losses during the Collection Period preceding such Distribution Date.
"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.
"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)
97.79649449% 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.
"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.
"Realized Losses" means, for any Collection Period, the aggregate principal
balances of any Receivables that became Defaulted Receivables during such
Collection Period.
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