SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended DECEMBER 31, 1997
______________________ or
[ ] Transition Report Pursuant to Section 13 or 15 15d of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from _____________ to ________
Commission file Number 333-21793
Harley-Davidson Eaglemark Motorcycle Trusts
(as Issuer of the Securities)
Eaglemark , Inc.
(as sponsor of the Trusts)
(Exact name of registrant as specified in its charter)
Nevada 88-292891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4150 Technology Way
Carson City, Nevada 98706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702)885-1200
Securities registered pursuant to Section 12(b) of the Act
NONE
Securities registered pursuant to Section 12(g) of the Act
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x Yes No
PART I
Item 2. Properties
See Exhibit 99.1 and Exhibit 99.2.
Item 3. Legal Proceedings
There were no legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Security Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder matters
1 There were 39 participants in the DTC system holding positions in the
Cede Certificates as of December 31, 1997.
The following were Noteholders and Certificateholders of record
as of the end of the reporting year.
Harley-Davidson Eaglemark Motorcycle Trust:
Series 1997-1 Class A-1 Cede & Co.
Series 1997-1 Class A-2 Cede & Co.
Series 1997-1 Certificates Cede & Co.
Series 1997-1 Certificates Eaglemark Customer Funding Corp. IV
Series 1997-2 Class A-1 Cede & Co.
Series 1997-2 Class A-2 Cede & Co.
Series 1997-2 Certificates Cede & Co.
Series 1997-2 Certificates Eaglemark Customer Funding Corp. IV
Series 1997-3 Class A-1 Cede & Co.
Series 1997-3 Class A-2 Cede & Co.
Series 1997-3 Certificates Cede & Co.
Series 1997-3 Certificates Eaglemark Customer Funding Corp. IV
The is no established public trading market for the Notes or Certificates.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures: Information required by Item 304 of Reg. S-K.
There were no changes in and/or disagreements with Accountants on
Accounting and Financial Disclosures.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and Management
(3) Amount at original
issuance and nature of
(2) Name and Address beneficial ownership (4) Percent of
(1) Title of Class of Beneficial Holder (in thousands) of Class
Eaglemark Series Bankers Trust Company 5,000 8.0%
1997-1 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 5,000 16.0%
1997-1 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Citibank, N.A. 20,000 32.0%
1997-1 Class A-1 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series SSB - Custodian 24,500 39.2%
1997-1 Class A-1 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Bankers Trust Company 6,000 19.4%
1997-1 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Citibank, N.A. 23,000 74.2%
1997-1 Class A-2 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series SSB - Custodian 2,000 6.5%
1997-1 Class A-2 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Citibank, N.A. 3,218 49.5%
1997-1 Certificate P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Chase Manhattan Bank 3,218 49.5%
1997-1 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank of New York (The) 16,000 25.6%
1997-2 Class A-1 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Chase Manhattan Bank 5,000 8.0%
1997-2 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Citibank, N.A. 40,000 64.0%
1997-2 Class A-1 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Bankers Trust Company 9,000 29.0%
1997-2 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 4,310 13.9%
1997-2 Class A-2 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Citibank, N.A. 15,000 48.4%
1997-2 Class A-2 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Chase Manhattan Bank 3,200 49.2%
1997-2 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series UMB Bank, NA 3,235 49.8%
1997-2 Certificate P.O. Box 419260
Kansas City, MO 64141-6260
Eaglemark Series SSB - Custodian 52,250 83.6%
1997-3 Class A-1 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series First National Bank of 10,000 16.0%
1997-3 Class A-1 Maryland
Trust Division
Operations Dept. 101-62
25 S. Charles St.
Baltimore, MD 21201
Eaglemark Series Bank of New York (The) 2,610 8.4%
1997-3 Class A-2 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 5,000 16.1%
1997-3 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Citibank, N.A. 11,000 35.5%
1997-3 Class A-2 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Morgan Stanley & Co. 7,390 23.8%
1997-3 Class A-2 One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201
Eaglemark Series SSB - Custodian 5,000 16.1%
1997-3 Class A-2 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Bank One Trust 3,000 46.2%
1997-3 Certificate Company, N.A. - State
30 West Spring Street
Columbus, OH 43266
Eaglemark Series Chase Manhattan Bank 1,435 22.1%
1997-3 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Salomon Brothers, Inc. 2,000 6.5%
1997-3 Certificate 8800 Hidden River Parkway
Tampa, FL 33637
Item 13. Certain Relationships and Related Transactions.
There has not been, and there is not currently proposed, any transactions
or series or transactions, to which any of the Trust, the Registrant,
the Trustee or the Servicer is a party with any Noteholder who, to the
knowledge of the Registrant and Servicer, owns of record or beneficially
more than five percent of the Notes.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Not Applicable
2. Not Applicable
3. Exhibits
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance.
99.3 Annual Independent Public
Accountant's Servicing Report.
(b) Reports on Form 8-K
The Registrant has filed Current Reports on Form 8-K
with the Securities and Exchange Commision dated May 15, 1997
June 16, 1997, July 15, 1997, August 15, 1997, September 15, 1997
October 15, 1997, November 15, 1997 and December 15, 1997.
(c) See (a) 3 above
(d) Not Applicable
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
Harley-Davidson Eaglemark Motorcycle Trusts
Eaglemark, Inc.
(as sponsor of the Trusts)
By: /s/ Donna Zarcone
Vice President and Chief Financial Officer
Date:March 30, 1997
EXHIBIT INDEX
Exhibit Number Description
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
99.3 Report of Independent Accountants
EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year
Amounts for the period ending December 31, 1997
Harley-Davidson Eaglemark Motorcyle Trust 1997-1
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 74,318,386.23
Principal Collections 25,077,714.57
Interest Collections 7,307,740.23
Liquidation Proceeds 135,016.56
Realized Losses 502,603.60
Servicer Fees 545,322.30
Trustee Fees 10,563.81
Class A-1 Balance 36,818,386.23
Class A-2 Balance 31,000,000.00
Certificate Balance 6,500,000.00
Class A -1 Principal 25,681,613.77
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 2,139,180.63
Class A-2 Interest 1,415,666.67
Certificate Interest 316,333.33
30 Delinquent % 2.367%
60 Delinquent % 0.733%
90 Delinquent % 0.489%
Harley-Davidson Eaglemark Motorcyle Trust 1997-2
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 83,815,379.61
Principal Collections 15,926,735.25
Interest Collections 4,753,208.35
Liquidation Proceeds 67,715.57
Realized Losses 224,237.57
Servicer Fees 346,014.05
Trustee Fees 6,994.93
Class A-1 Balance 46,296,918.06
Class A-2 Balance 31,000,000.00
Certificate Balance 6,500,000.00
Class A -1 Principal 16,203,081.94
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 1,394,142.02
Class A-2 Interest 800,833.33
Certificate Interest 180,104.17
30 Delinquent % 1.803%
60 Delinquent % 0.542%
90 Delinquent % 0.260%
Harley-Davidson Eaglemark Motorcyle Trust 1997-3
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 94,726,961.58
Principal Collections 5,272,935.38
Interest Collections 1,341,148.69
Liquidation Proceeds 0.00
Realized Losses 0.00
Servicer Fees 129,005.75
Trustee Fees 2,963.64
Class A-1 Balance 57,226,961.58
Class A-2 Balance 31,000,000.00
Certificate Balance 6,500,000.00
Class A -1 Principal 5,273,038.42
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 465,489.15
Class A-2 Interest 244,004.44
Certificate Interest 54,816.67
30 Delinquent % 0.385%
60 Delinquent % 0.064%
90 Delinquent % 0.002%
EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1997-1
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year
and of its performance under the Sale and Servicing Agreement. To such
officer's knowledge, based on such review the Servicer has fully performed
all its obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Michael E. Sulentic
Michael E. Sulentic
Vice President
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1997-2
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year
and of its performance under the Sale and Servicing Agreement. To such
officer's knowledge, based on such review the Servicer has fully performed
all its obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Michael E. Sulentic
Michael E. Sulentic
Vice President
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1997-3
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year
and of its performance under the Sale and Servicing Agreement. To such
officer's knowledge, based on such review the Servicer has fully performed
all its obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Michael E. Sulentic
Michael E. Sulentic
Vice President
EXHIBIT 99.3 -- Report of Independent Auditors
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Auditors' Report on Compliance
To the Board of Directors of Eaglemark, Inc.
We have audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet of Eaglemark Financial Services, Inc. (the
"Company") and subsidiaries as of December 31, 1997, and the related
consolidated statements of income, shareholders' equity, and cash flows
for the year then ended, and have issued our report thereon dated January
16, 1998.
In connection with our audit, nothing came to our attention that caused
us to believe that the Company failed to comply with the terms, covenants,
provisions, or conditions of the various servicing agreements (the
"Servicing Agreements") detailed in Exhibit A attached, insofar as they
relate to accounting matters. However, our audit was not directed
primarily toward obtaining knowledge of such noncompliance.
As part of our audit, our procedures included the following pertaining to
the documents and records relating to the servicing of motorcycle
conditional sales contracts (the "Pools") under the Servicing Agreements:
1. We mathematically recomputed (on a test basis):
a. the amount and percentage of losses realized on the Pools;
b. servicing and other fees and excess interest earned by the
Company;
c. interest due and paid to the certificateholders
2. We agreed the cash flows from customer payments to bank
statements and other records provided by the Company for a
test month.
3. We gained an understanding of the assumptions inherent in
these calculations.
Our procedures were performed on a sample of Pools judgmentally
selected from the population of Pools serviced for others by the
Company under the Servicing Agreements. Our selection was not designed
to specifically include Pools from every agreement listed on Exhibit A.
This report is intended solely for the use of Company, Eaglemark, Inc.,
and the parties named within the Servicing Agreements and should not
be used for any other purpose.
Ernst & Young
January 16, 1998
EXHITBIT A
Securitization Trusts as of December 31, 1997
Harley-Davidson Eaglemark Motorcycle Trust 1997-3 - Sale and
Servicing Agreement dated October 1, 1997
Harley-Davidson Eaglemark Motorcycle Trust 1997-2 - Sale and
Servicing Agreement dated July 1, 1997
Harley-Davidson Eaglemark Motorcycle Trust 1997-1- Sale and
Servicing Agreement dated April 1, 1997
Harley-Davidson Eaglemark Owner Trust 1996-3 - Sale and
Servicing Agreement dated October 1, 1996
Eaglemark Trust 1996-2 - Pooling and Servicing Agreement
dated June 7, 1996
Eaglemark Trust 1996-1 - Pooling and Servicing Agreement
dated February 23, 1996
Marine and RV Receivables Securitization - Series 1995-B -
Purchase and Servicing Agreement dated November 15, 1995
Marine and RV Receivables Securitization - Series 1995-A -
Purchase and Servicing Agreement dated September 7, 1995
Eaglemark Trust 1995 - 2 - Pooling and Servicing Agreement
dated August 30, 1995
Eaglemark Trust 1995 - 2 - Pooling and Servicing Agreement
dated April 1, 1995
Eagle Credit Trust 1994 - 1 - Pooling and Servicing Agreement
dated November 1, 1994
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1997-1 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated April 1, 1997 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of December 1997, we obtained from the
Company's financial management a copy of the Monthly Report dated January
15, 1998, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the November
Monthly Report dated December 15, 1997 (Prior Monthly Report) and the
October Monthly Report dated November 15, 1997 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department December
1997 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Harris Trust Department
January 1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department January
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
V Obtained representations from the Company's management that the line
was unintentionally left blank, but that the amount shown should have
been $113,121.93, which we compared to schedules prepared by the
Company's accounting personnel derived from the Company's accounting
records and found such amount to be in agreement. We obtained
representations from the Company's management that this omission had
no impact on other computations within the Monthly Report.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a) Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(b) Recomputed and agreed amount to copies of the Harris Trust Department
December 1997 collection and reserve account bank statements provided
by the Company's financial management.
R(c) Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d) Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
R(e) Recomputed and agreed amount based on applicable amounts shown in the
Monthly Report and the Prior Monthly Report.
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
March 20, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1997-1
$62,500,000 6.35% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$31,000,000 6.85% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$6,500,000 7.30% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date January 15, 1998
A. Calculation of the Monthly Principal REF.
1. A. Principal Balance of the Contracts as of the first day of the Due
Period preceding the Due Period in which the Payment 74,318,386.23 B
Date Occurs, plus
B. Prefunded Amount on such day referred to in 1.A. above 0.00 Z
Sum of 1.A and 1.B 74,318,386.23 F
2. A. Principal Balance of the Contracts as of the first day of the Due
Period in which the Payment Date occurs, plus 71,433,800.13 B
B. Pre-Funded Amount as of the first day of the Due Period in which
such Payment Date occurs, plus 0.00 Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00 Z
Sum of 2.A, 2.B, and 2.C 71,433,800.13 F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 2,884,586.10 R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 885,257.05 B
D. Calculation of Note Monthly Principal Distributable Amount
1. Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is 100.00%SSA
reduced to zero
b . On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100% until the principal amount of the Class
A-2 Notes has been reduced to zero 100.00%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
2. Principal Distributable Amount (from B) 2,884,586.10 R(a)
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 Notes Principal Balance is zero) 2,884,586.10 R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 Notes Principal Balance is zero) 0.00 R(a)
c. Note Principal Carryover Shortfall 0.00 A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the SSA) 0.00 Z
e. Note Monthly Principal Distributable Amount (the sum 2,884,586.10 F
of items 3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 6.350%SSA
2. Class A-2 Interest Rate 6.850%SSA
3. One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 194,830.63 R(a)
4. One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 176,958.33 R(a)
5. Interest Carryover Shortfall for such Distribution Date 0.00 A1
6. Note Monthly Interest Distributable Amount (the sum of items 3,
4, 5) 371,788.96 F
F. Calculation of Note Monthly Distributable Amount (sum of 3,256,375.06 R(a)
D.3 (e) plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date33,933,800.13 R(e)
F2.The remaining Class A-2 Certificate Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date31,000,000.00 R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 6,500,000.00 R(a)
2. Available Principal 0.00 R(a)
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
c. thereafter 100.00%SSA
4(a)Available Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00 R(a)
(b) Certificate Principal Carryover Shortfall for such 0.00 A1
Distribution Date
5. Certificate Principal Distributable Amount (the sum 0.00 F
of 4. (a) and 4. (b))
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 7.30% SSA
2(a)One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately preceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 39,541.67 R(a)
2(b)Certificate Interest Carryover Shortfall for such 0.00 A1
Distribution Date
3. Certificate Interest Distributable Amount (sum of 39,541.67 F
2.(a) and 2.(b))
I. Calculation of Certificate Distributable Amount (sum of 39,541.67 R(a)
G.5 and H.3)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 61,931.99 R(a)
2. Late Payment Fees for such Distribution Date 0.00 Z
3. Extension Fees for such Distribution Date 0.00 Z
4. Other Fees 0.00 Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .018% and the Principal Balance of the
Contracts as of the beginning of the related Due Period and the Pre-
-Funded Amount as of the beginning of such Period; provided however, in
no event shall such fee be less than $200.00 per month) 1,114.78 R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 2,585,936.51 B
(ii)Interest & Fees 885,257.05 B
b. All Net Liquidation Proceeds 97,741.91 B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00 Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 113,121.93 B, E
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00 Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00 Z
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the 25,644.49 R(b)
Sale and Servicing Agreement
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 3,707,701.89 F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the
Sale and Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 115,123.48 E
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 61,931.99 E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,114.78 E
d. Amounts to be paid related to Other Fees 0.00 Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Excess Funds 0.00 R(a)
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 178,170.25 F
3. The Available Funds for such Distribution Date 3,529,531.64 R(a)
(1.h. minus 2.f.)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on
such Distribution Date 0.00 R(a)
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). 0.00 R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the
Certificate Distributable Amount for such Distribution Date 0.00 R(a)
N. Interest Earnings on the Reserve Fund 10,963.90 C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 233,614.91 D
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution 2,606,619.03 B
P. The Reserve Fund Requisite Amount for such distribution Date is SSA
2.50% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period plus $450,000 initial deposit set
for the Certificate class; however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and $450,000. 4,909,103.17 R(a)
Q. The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution 58.9094180%R(d)
2.Class A-2 Note Factor immediately before such Distribution 100.0000000%R(d)
3.Certificate Class Pool Factor immediately before such 100.0000000%R(d)
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution 54.2940802%R(d)
5.Class A-2 Note Factor immediately after such Distribution 100.0000000%R(d)
6.Certificate Class Pool Factor immediately after such 100.0000000%R(d)
Distribution Date
R. Delinquent Contracts
1. 31-59 Days # 172 1,963,439.56 R(c)
2. 60-89 Days # 91 1,039,345.27 R(c)
3. 90 or More Days # 43 473,281.32 R(c)
S. Liquidated Contracts
1. Total Liquidated Contracts # 24 312,676.66 R(a)
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 97,741.91 B
4. Liquidation Expenses for the Due Period 0.00 Z
5. Net Liquidation Proceeds for the Due Period 97,741.91 B
6. Net Liquidation Losses for the Due Period 214,934.75 B
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 115,123.48 A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 115,123.48 A1
3. Amount of Delinquent Interest for such Distribution Date V
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 113,121.93 B
5. Total of unreimbursed Advances after new Advances on such
Distribution Date 113,121.93 B
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0 Z
2. Principal Amount of such Contracts 0.00 Z
3. Related Repurchase Price of such Contracts 0.00 Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 6,985 B
2. Principal Balance as of beginning of Due Period 74,318,386.23 B
3. Number of Contracts as of end of Due Period 6,805 B
4. Principal Balance as of end of Due Period 71,433,800.13 B
5. Prefunded Amount as of Beginning of Due Period 0.00 Z
6. Prefunded Amount as of End of Due Period 0.00 Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00 Z
2. Interest received into Interest Reserve Account 0.00 Z
3. Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00 Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00 Z
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Period. 717,538.35 B
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 100000000.00 B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.72%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
Due Period.) 1,512,626.59 R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 2.04%R(a)
C. The Delinquency Ratio for the prior Distribution Da 1.89%A1
D. The Delinquency Ratio for the second prior 1.51%A2
Distribution Date
E. The Average Delinquency Ratio (the arithmetic average
of B. through D.) 1.81%R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 214,934.75 B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 3.47%R(a)
C. The Loss Ratio for the prior Distribution Date. 3.36%A1
D. The Loss Ratio for the second prior Distribution Da 2.15%A2
E. The Average Loss Ratio (the arithmetic average of B.
through D.) 2.99%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 1.81%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the eighteen months following the
Closing Date or (ii) 3.25% with respect to any Distribution Date which
occurs following the eighteen month period following the
Closing Date. 2.99%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.50% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.00% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.72%R(a)
Liquidated Contracts:
Principal Interest
31178840 Thielen 9,458.30 147.19 B
0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
34093628 Megerle, Spencer 10,980.65 727.03 B
40241232 Gallardo, Tony 16,203.61 1,347.91 B
55952419 Lance, Ted 18,689.92 328.81 B
75898547 Blaa, Charles 20,176.06 605.33 B
32415968 Raskovsky, Rob 18,975.37 743.21 B
38043124 Hoffman, Russell 4,819.19 58.75 B
0 0 0.00 0.00
39228896 Pratte, Henry 16,682.93 528.13 B
10248321 Rettenmaier, Rick 12,078.57 542.68 B
23185789 Garza, Rosalio 7,676.98 484.31 B
59554066 Mulholland, Joseph 12,304.68 620.29 B
60770838 Sadler, Charles 8,531.13 718.49 B
62870938 Kellner, Raymond 7,884.72 175.21 B
21091837 Hagg, Stefan 9,487.12 791.19 B
54031354 Cox, Fred 16,104.76 1,349.31 B
32854888 Langston, Mickey 16,606.67 373.85 B
66519775 Hawes, Richard 8,604.51 515.49 B
14455238 Fowler 16,755.53 613.83 B
36512851 Monti 3,110.53 249.11 B
52099314 Lucath 16,520.30 1,101.46 B
53014109 Steck 7,206.04 108.47 B
67580972 Brocco 6,849.79 328.23 B
10996951 Edwards 8,547.08 713.22 B
49707848 Ray 24,375.21 875.51 B
0 0 0.00 0.00
298,629.65 14,047.01 F
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1997-2 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated July 1, 1997 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of December 1997, we obtained from the
Company's financial management a copy of the Monthly Report dated January
15, 1998, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the November
Monthly Report dated December 15, 1997 (Prior Monthly Report) and the
October Monthly Report dated November 15, 1997 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department December
1997 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Harris Trust Department
January 1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department January
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
V Obtained representations from the Company's management that the line
was unintentionally left blank, but that the amount shown should have
been $136,319.90, which we compared to schedules prepared by the
Company's accounting personnel derived from the Company's accounting
records and found such amount to be in agreement. We obtained
representations from the Company's management that this omission had
no impact on other computations within the Monthly Report.
X Recomputed the arithmetic accuracy of the addition of the amounts
referenced, noting amount is overstated by $8,000.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a) Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(b) Recomputed and agreed amount to copies of the Harris Trust Department
December 1997 collection and reserve account bank statements provided
by the Company's financial management.
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
March 20, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1997-2
$62,500,000 6.35% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$31,000,000 6.85% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$6,500,000 7.30% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date January 15, 1998
A. Calculation of the Monthly Principal REF.
1. A. Principal Balance of the Contracts as of the first day of the Due
Period preceding the Due Period in which the Payment 83,815,379.61 B
Date Occurs, plus
B. Prefunded Amount on such day referred to in 1.A. above 0.00 Z
Sum of 1.A and 1.B 83,815,379.61 F
2. A. Principal Balance of the Contracts as of the first day of the Due
Period in which the Payment Date occurs, plus 80,571,712.43 B
B. Pre-Funded Amount as of the first day of the Due Period in which
such Payment Date occurs, plus 0.00 Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00 Z
Sum of 2.A, 2.B, and 2.C 80,571,712.43 F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 3,235,667.18 X
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,037,668.41 B
D. Calculation of Note Monthly Principal Distributable Amount
1. Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is 100.00%SSA
reduced to zero
b . On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100% until the principal amount of the Class
A-2 Notes has been reduced to zero 100.00%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
2. Principal Distributable Amount (from B) 3,235,667.18 X
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 Notes Principal Balance is zero) 3,235,667.18 X
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 Notes Principal Balance is zero) 0.00 R(a)
c. Note Principal Carryover Shortfall 0.00 A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the SSA) 0.00 Z
e. Note Monthly Principal Distributable Amount (the sum 3,235,667.18 X
of items 3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 6.000%SSA
2. Class A-2 Interest Rate 6.200%SSA
3. One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 231,484.59 R(a)
4. One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 160,166.67 R(a)
5. Interest Carryover Shortfall for such Distribution Date 0.00 A1
6. Note Monthly Interest Distributable Amount (the sum of items 3,
4, 5) 391,651.26 F
F. Calculation of Note Monthly Distributable Amount (sum of 3,627,318.44 X
D.3 (e) plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date43,061,250.88 X
F2.The remaining Class A-2 Certificate Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date31,000,000.00 R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 6,500,000.00 R(a)
2. Available Principal 0.00 R(a)
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
c. thereafter 100.00%SSA
4(a)Available Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00 R(a)
(b) Certificate Principal Carryover Shortfall for such 0.00 A1
Distribution Date
5. Certificate Principal Distributable Amount (the sum 0.00 F
of 4. (a) and 4. (b))
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 6.65% SSA
2(a)One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately preceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 36,020.83 R(a)
2(b)Certificate Interest Carryover Shortfall for such 0.00 A1
Distribution Date
3. Certificate Interest Distributable Amount (sum of 36,020.83 F
2.(a) and 2.(b))
I. Calculation of Certificate Distributable Amount (sum of 36,020.83 R(a)
G.5 and H.3)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 69,846.15 R(a)
2. Late Payment Fees for such Distribution Date 0.00 Z
3. Extension Fees for such Distribution Date 0.00 Z
4. Other Fees 0.00 Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .018% and the Principal Balance of the
Contracts as of the beginning of the related Due Period and the Pre-
Funded Amount as of the beginning of such Period; provided however, in
no event shall such fee be less than $200.00 per month) 1,257.23 R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 2,688,773.12 B
(ii)Interest & Fees 1,037,668.41 B
b. All Net Liquidation Proceeds 75,074.07 B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00 Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 136,319.90 B, E
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00 Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00 Z
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the 28,320.85 R(b)
Sale and Servicing Agreement
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 3,966,156.35 F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the
Sale and Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 134,888.47 E
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 69,846.15 E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,257.23 E
d. Amounts to be paid related to Other Fees 0.00 Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Excess Funds 96,825.23 R(a)
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 302,817.08 F
3. The Available Funds for such Distribution Date 3,663,339.27 R(a)
(1.h. minus 2.f.)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on
such Distribution Date 0.00 R(a)
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). (0.00)R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the
Certificate Distributable Amount for such Distribution Date 62,385.40 D
N. Interest Earnings on the Reserve Fund 11,361.73 C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date (0.00)R(a)
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution 2,545,384.49 B
P. The Reserve Fund Requisite Amount for such distribution Date is SSA
2.50% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period plus $450,000 initial deposit set
for the Certificate class; however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and $450,000. 2,545,384.49 R(a)
Q. The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution 74.0750689%R(d)
2.Class A-2 Note Factor immediately before such Distribution 100.0000000%R(d)
3.Certificate Class Pool Factor immediately before such 100.0000000%R(d)
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution 68.8980014%R(d)
5.Class A-2 Note Factor immediately after such Distribution 100.0000000%R(d)
6.Certificate Class Pool Factor immediately after such 100.0000000%R(d)
Distribution Date
R. Delinquent Contracts
1. 31-59 Days # 209 2,346,906.30 R(c)
2. 60-89 Days # 78 873,358.59 R(c)
3. 90 or More Days # 49 554,289.74 R(c)
S. Liquidated Contracts
1. Total Liquidated Contracts # 27 334,470.45 R(a)
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 75,074.07 B
4. Liquidation Expenses for the Due Period 0.00 Z
5. Net Liquidation Proceeds for the Due Period 75,074.07 B
6. Net Liquidation Losses for the Due Period 259,396.38 B
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 134,888.47 A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 134,888.47 A1
3. Amount of Delinquent Interest for such Distribution Date V
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 136,319.90 B
5. Total of unreimbursed Advances after new Advances on such
Distribution Date 136,319.90 B
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0 Z
2. Principal Amount of such Contracts 0.00 Z
3. Related Repurchase Price of such Contracts 0.00 Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 7,727 B
2. Principal Balance as of beginning of Due Period 83,815,379.61 B
3. Number of Contracts as of end of Due Period 7,516 B
4. Principal Balance as of end of Due Period 80,571,712.43 B
5. Prefunded Amount as of Beginning of Due Period 0.00 Z
6. Prefunded Amount as of End of Due Period 0.00 Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00 Z
2. Interest received into Interest Reserve Account 0.00 Z
3. Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00 Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00 Z
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Peri 483,633.95 B
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 100000000.00 B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.48%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
Due Period.) 1,427,648.33 R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 1.70%R(a)
C. The Delinquency Ratio for the prior Distribution Da 1.72%A1
D. The Delinquency Ratio for the second prior 1.24%A2
Distribution Date.
E. The Average Delinquency Ratio (the arithmetic average
of B. through D.) 1.55%R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 259,396.38 B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 3.71%R(a)
C. The Loss Ratio for the prior Distribution Date. 2.20%A1
D. The Loss Ratio for the second prior Distribution Da 0.85%A2
E. The Average Loss Ratio (the arithmetic average of B.
through D.) 2.25%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 1.55%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the eighteen months following the
Closing Date or (ii) 3.25% with respect to any Distribution Date which
occurs following the eighteen month period following the
Closing Date. 2.25%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.50% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.00% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.48%R(a)
Liquidated Contracts:
Principal Interest
5409248 Kimble, Robert 13,728.45 777.05 B
43864451 Shiflett, John 9,057.11 366.01 B
7770343 Walters, Ron 9,769.00 711.31 B
18050501 Gatten, Sheldon 8,415.35 720.79 B
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
63152359 Gazoo, Rich 18,000.00 1,706.25 B
24435180 Williard, Rob 15,838.54 241.75 B
62728651 Miles, Jerry 16,433.23 148.94 B
76413398 Maddox, Melissa 8,556.30 105.19 B
37751165 Bacaucua 8,763.90 474.35 B
0 0 0.00 0.00
0 0 0.00 0.00
5320764 Williams 20,820.09 1,213.65 B
13863547 Gilles 16,992.46 1,061.30 B
37137328 Klein 4,553.44 114.53 B
70477593 Byers 25,025.00 1,538.08 B
66141526 Herman, Peter 14,461.00 1,347.45 B
72567125 Price, William 10,102.90 857.90 B
78124859 Blanchard 16,196.01 1,703.67 B
17593875 Frietag, Robert 4,265.57 268.01 B
24272591 Schulz, Linda 7,556.38 405.24 B
27691291 McKinney, James 13,046.94 973.05 B
37541455 Byrd, Perry 4,559.06 326.27 B
67835605 Callaway, Billy 9,773.69 832.93 B
16770078 Azzara, Anthony 8,846.96 617.95 B
43030983 Sellers 13,801.34 402.01 B
7070188 Harrison 18,210.33 2,038.25 B
52099314 Lucath 7,842.15 550.42 B
60150571 Lathrop 6,500.00 454.68 B
52099314 Lucath 3,158.92 239.30 B
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
314,274.12 20,196.33 F
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1997-3 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated October 1, 1997 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of December 1997, we obtained from the
Company's financial management a copy of the Monthly Report dated January
15, 1998, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the November
Monthly Report dated December 15, 1997 (Prior Monthly Report) and the
October Monthly Report dated November 15, 1997 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department December
1997 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Harris Trust Department
January 1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department January
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
V Obtained representations from the Company's management that the line
was unintentionally left blank, but that the amount shown should have
been $83,977.75, which we compared to schedules prepared by the
Company's accounting personnel derived from the Company's accounting
records and found such amount to be in agreement. We obtained
representations from the Company's management that this omission had
no impact on other computations within the Monthly Report.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a) Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(b) Recomputed and agreed amount to copies of the Harris Trust Department
December 1997 collection and reserve account bank statements provided
by the Company's financial management.
R(c) Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d) Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
R(e) Recomputed and agreed amount based on applicable amounts shown in the
Monthly Report and the Prior Monthly Report.
R(x) Recomputed amount based on applicable amounts shown in the Monthly
Report, noting the number of contracts liquidated during December 1997
was one(1).
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
March 20, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1997-3
$62,500,000 6.35% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$31,000,000 6.85% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$6,500,000 7.30% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date January 15, 1998
A. Calculation of the Monthly Principal REF.
1. A. Principal Balance of the Contracts as of the first day of the Due
Period preceding the Due Period in which the Payment 94,726,961.58 B
Date Occurs, plus
B. Prefunded Amount on such day referred to in 1.A. above 0.00 Z
Sum of 1.A and 1.B 94,726,961.58 F
2. A. Principal Balance of the Contracts as of the first day of the Due
Period in which the Payment Date occurs, plus 91,140,263.50 B
B. Pre-Funded Amount as of the first day of the Due Period in which
such Payment Date occurs, plus 0.00 Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00 Z
Sum of 2.A, 2.B, and 2.C 91,140,263.50 F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 3,586,698.08 R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,187,941.53 B
D. Calculation of Note Monthly Principal Distributable Amount
1. Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is 100.00%SSA
reduced to zero
b . On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100% until the principal amount of the Class
A-2 Notes has been reduced to zero 100.00%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
2. Principal Distributable Amount (from B) 3,586,698.08 R(a)
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 Notes Principal Balance is zero) 3,586,698.08 R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 Notes Principal Balance is zero) 0.00 R(a)
c. Note Principal Carryover Shortfall 0.00 A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the SSA) 0.00 Z
e. Note Monthly Principal Distributable Amount (the sum 3,586,698.08 F
of items 3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 5.980%SSA
2. Class A-2 Interest Rate 6.160%SSA
3. One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 285,181.03 R(a)
4. One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 159,133.33 R(a)
5. Interest Carryover Shortfall for such Distribution Date 0.00 A1
6. Note Monthly Interest Distributable Amount (the sum of items 3,
4, 5) 444,314.36 F
F. Calculation of Note Monthly Distributable Amount (sum of 4,031,012.44 R(a)
D.3 (e) plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date53,640,263.50 R(e)
F2.The remaining Class A-2 Certificate Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date31,000,000.00 R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 6,500,000.00 R(a)
2. Available Principal 0.00 R(a)
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date
on which the Principal Amount of the Class A-2 Notes is
reduced to zero 0.00%SSA
c. thereafter 100.00%SSA
4(a)Available Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00 R(a)
(b) Certificate Principal Carryover Shortfall for such 0.00 A1
Distribution Date
5. Certificate Principal Distributable Amount (the sum 0.00 F
of 4. (a) and 4. (b))
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 6.60% SSA
2(a)One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately preceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 35,750.00 R(a)
2(b)Certificate Interest Carryover Shortfall for such 0.00 A1
Distribution Date
3. Certificate Interest Distributable Amount (sum of 35,750.00 F
2.(a) and 2.(b))
I. Calculation of Certificate Distributable Amount (sum of 35,750.00 R(a)
G.5 and H.3)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 78,939.13 R(a)
2. Late Payment Fees for such Distribution Date 0.00 Z
3. Extension Fees for such Distribution Date 0.00 Z
4. Other Fees 0.00 Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .018% and the Principal Balance of the
Contracts as of the beginning of the related Due Period and the Pre-
Funded Amount as of the beginning of such Period; provided however, in
no event shall such fee be less than $200.00 per month) 1,420.90 R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 3,576,587.42 B
(ii)Interest & Fees 1,187,941.53 B
b. All Net Liquidation Proceeds 6,981.00 B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00 Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 83,977.75 B, E
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00 Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00 Z
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the 20,079.18 R(b)
Sale and Servicing Agreement
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 4,875,566.88 F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the
Sale and Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 51,838.06 E
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 78,939.13 E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,420.90 E
d. Amounts to be paid related to Other Fees 0.00 Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Excess Funds 0.00 R(a)
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 132,198.09 F
3. The Available Funds for such Distribution Date 4,743,368.79 R(a)
(1.h. minus 2.f.)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on
such Distribution Date 0.00 R(a)
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). 0.00 R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the
Certificate Distributable Amount for such Distribution Date 0.00 R(a)
N. Interest Earnings on the Reserve Fund 6,250.44 C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 676,606.35 D
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution 2,768,395.88 B
P. The Reserve Fund Requisite Amount for such distribution Date is SSA
2.50% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period plus $450,000 initial deposit set
for the Certificate class; however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and $450,000. 2,818,174.04 R(a)
Q. The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution 91.5631385%R(d)
2.Class A-2 Note Factor immediately before such Distribution 100.0000000%R(d)
3.Certificate Class Pool Factor immediately before such 100.0000000%R(d)
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution 85.8244216%R(d)
5.Class A-2 Note Factor immediately after such Distribution 100.0000000%R(d)
6.Certificate Class Pool Factor immediately after such 100.0000000%R(d)
Distribution Date
R. Delinquent Contracts
1. 31-59 Days # 180 1,781,636.94 R(c)
2. 60-89 Days # 54 504,264.17 R(c)
3. 90 or More Days # 11 126,300.38 R(c)
S. Liquidated Contracts
1. Total Liquidated Contracts # 1 10,688.31 R(a)
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 6,981.00 B
4. Liquidation Expenses for the Due Period 0.00 Z
5. Net Liquidation Proceeds for the Due Period 6,981.00 B
6. Net Liquidation Losses for the Due Period 3,707.31 B
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 51,838.06 A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 51,838.06 A1
3. Amount of Delinquent Interest for such Distribution Date V
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 83,977.75 B
5. Total of unreimbursed Advances after new Advances on such
Distribution Date 83,977.75 B
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0 Z
2. Principal Amount of such Contracts 0.00 Z
3. Related Repurchase Price of such Contracts 0.00 Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 8,669 B
2. Principal Balance as of beginning of Due Period 94,726,961.58 B
3. Number of Contracts as of end of Due Period 8,467 B
4. Principal Balance as of end of Due Period 91,140,263.50 B
5. Prefunded Amount as of Beginning of Due Period 0.00 Z
6. Prefunded Amount as of End of Due Period 0.00 Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00 Z
2. Interest received into Interest Reserve Account 0.00 Z
3. Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00 Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00 Z
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Peri 3,707.31 B
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 99,999,904.11B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.00%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
Due Period.) 630,564.55 R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 0.67%R(a)
C. The Delinquency Ratio for the prior Distribution 0.39%A1
Date
D. The Delinquency Ratio for the second prior 0.04%A2
Distribution Date
E. The Average Delinquency Ratio (the arithmetic average
of B. through D.) 0.37%R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 3,707.31 B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 0.05%R(a)
C. The Loss Ratio for the prior Distribution Date. 0.00%A1
D. The Loss Ratio for the second prior Distribution Da 0.00%A2
E. The Average Loss Ratio (the arithmetic average of B.
through D.) 0.02%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 0.37%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the eighteen months following the
Closing Date or (ii) 3.25% with respect to any Distribution Date which
occurs following the eighteen month period following the
Closing Date. 0.02%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.50% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.00% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.00%R(a)
Liquidated Contracts:
Principal Interest
0.00 0.00
0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
50698831 Johnson 10,089.34 598.97 B
0 0 0.00 0.00
0.00 0.00
0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
10,089.34 598.97 F
