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Exhibit 20
The information contained in the attached materials is referred to as the
"INFORMATION".
The attached Term Sheet has been prepared by Harley-Davidson Credit Corp.
("HARLEY CREDIT") and relates to Harley-Davidson Eaglemark Motorcycle Trust
2000-2. Neither Salomon Smith Barney nor any of its affiliates makes any
representation as to the accuracy or completeness of the Information herein. The
Information contained herein is preliminary and will be superseded by the
applicable prospectus supplement and by any other information subsequently filed
with the Securities and Exchange Commission.
The Information contained herein will be superseded by the description of
the collateral pool contained in the prospectus supplement relating to the
securities.
The Information addresses only certain aspects of the applicable
security's characteristics and thus does not provide a complete assessment. As
such, the Information may not reflect the impact of all structural
characteristics of the security. The assumptions underlying the Information,
including structure and collateral, may be modified from time to time to reflect
changed circumstances.
Although a registration statement (including the prospectus) relating to
the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive Information on any matter discussed in this communication. Any
investment decision should be based only on the data in the prospectus and the
prospectus supplement ("OFFERING DOCUMENTS") and the then current version of the
Information. Offering Documents contain data that is current as of their
publication dates and after publication may no longer be complete or current. A
final prospectus and prospectus supplement may be obtained by contacting the
Salomon Smith Barney Syndicate Desk at 212-723-6171.
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Harley-Davidson Eaglemark Motorcycle Trust 2000-2
Harley-Davidson Credit Corp., Seller and Servicer
Eaglemark Customer Funding Corporation-IV, Trust Depositor
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Subject to Revision
Term Sheet dated July 31, 2000
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Trust ................... Harley-Davidson Eaglemark Motorcycle Trust
2000-2 (the "TRUST").
Trust Depositor ........ Eaglemark Customer Funding Corporation-IV, a
wholly owned, limited-purpose subsidiary of
Harley-Davidson Credit Corp. (the "TRUST
DEPOSITOR")
Seller and Servicer or
Seller/Servicer ....... Harley-Davidson Credit Corp. ("HARLEY CREDIT" or
the "SELLER" or, in its capacity as Servicer, the
"SERVICER"), a 100% owned subsidiary of
Harley-Davidson Financial Services, Inc.
Owner Trustee ........... Wilmington Trust Company, a Delaware banking
corporation (in such capacity, the "OWNER
TRUSTEE").
Indenture Trustee ....... Bank One, NA, a national banking corporation
(in such capacity, the "INDENTURE TRUSTEE"). The
Indenture Trustee will also act as Paying Agent
under the Indenture and the Trust Agreement.
Closing Date ............ On or about August 8, 2000
Securities Offered ...... The securities offered are as follows:
A. General .... The Harley-Davidson Eaglemark Motorcycle Trust
2000-2 Harley-Davidson Motorcycle Contract Backed
Notes (the "NOTES") will represent indebtedness of
the Trust secured by the assets of the Trust
(other than certain bank accounts associated with
the Certificates). The Harley-Davidson Eaglemark
Motorcycle Trust 2000-2 Harley-Davidson Motorcycle
Contract Backed Certificates (the "CERTIFICATES"
and, together with the Notes, the "SECURITIES")
will represent fractional undivided equity
interests in the Trust.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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The Trust will issue two Classes of Notes pursuant to
an Indenture to be dated as of August 1, 2000 (the
"INDENTURE"), between the Trust and the Indenture
Trustee, as follows: (i) $130,000,000 aggregate
principal amount (the "INITIAL CLASS A-1 NOTE
BALANCE") of Class A-1 [ ]% Harley-Davidson
Motorcycle Contract Backed Notes (the "CLASS A-1
NOTES") and (ii) $84,320,000 aggregate principal
amount (the "INITIAL CLASS A-2 NOTE BALANCE") of
Class A-2 [ ]% Harley-Davidson Motorcycle Contract
Backed Notes (the "CLASS A-2 NOTES"). On each
Distribution Date, payments of interest on the Class
A-1 Notes and the Class A-2 Notes will be made from
available collections on the Contracts, and from
certain other available amounts as described herein,
without priority of payment between such Classes,
but in each case prior to payment of interest on the
Certificates. On each Distribution Date, payments of
principal, made through the application of available
collections on the Contracts in an amount reflecting
reductions in the principal balances of the
Contracts, and from certain other available amounts
as described herein, will be made first on the Class
A-1 Notes in an amount up to the Note Principal
Distributable Amount (as hereinafter defined) until
the Class A-1 Notes have been repaid in full, and
thereafter on the Class A-2 Notes in an amount up to
the Note Principal Distributable Amount until the
Class A-2 Notes have been repaid in full, and in
each case prior to the payment of the Certificate
Principal Distributable Amount (as hereinafter
defined) on the Certificates.
The Trust will issue $13,680,000 aggregat principal
amount of [ ]% Certificates pursuant to a Trust
Agreement to be dated as of August 1, 2000 (the
"TRUST AGREEMENT") by and between the Trust
Depositor and the Owner Trustee (the Owner
Trustee, together with the Indenture Trustee,
being sometimes collectively referred to herein
as the "TRUSTEES"). Distributions of interest
on the Certificates will be subordinated to
payments of interest on the Notes to the extent
described herein. Distributions of principal on
the Certificates will be subordinated to
payments of principal on the Notes to the
extent described herein.
Each Class of Notes and the Certificates will be
issued in minimum denominations of $1,000 and
will be available in book-entry form only.
B. Trust
Property .... The Trust Property consists of, among other things, the
pool of initial contracts (those Contracts described
in Tables 1 through 6 under "THE CONTRACTS" are
hereinafter referred to as the "INITIAL CONTRACTS")
together with any Subsequent Contracts (as
hereinafter defined) transferred to the Trust, and
all rights, benefits, obligations and proceeds
arising therefrom or in connection therewith,
including security interests in the Harley-Davidson
(and, in certain limited instances, Buell)
motorcycles (see "THE CONTRACTS") securing such
Contracts and proceeds, if any, from certain
insurance policies with respect to individual
Motorcycles.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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C. Distribution
Dates ....... Distributions of interest and principal on the
Securities will be made on the fifteenth day of
each month (or, if such day is not a Business Day,
on the next succeeding Business Day) (each, a
"DISTRIBUTION DATE"), commencing September 15, 2000.
Payments on the Securities on each Distribution Date
will be paid to the holders of the related
Securities who are of record on the last Business
Day of the calendar month immediately preceding the
calendar month in which such Distribution Date
occurs (each, a "RECORD DATE").
A "BUSINESS DAY" will be any day other than a Saturday,
a Sunday or a day on which banking institutions in
Chicago, Illinois or Wilmington, Delaware are
authorized or obligated by law, executive order or
government decree to be closed.
To the extent not previously paid prior to such
dates, the outstanding principal amount of (i) the
Class A-1 Notes will be payable on the Distribution
Date occurring in November 2004 (the "CLASS A-1
FINAL DISTRIBUTION DATE") and (ii) the Class A-2
Notes will be payable on the Distribution Date
occurring in May 2008 (the "CLASS A-2 FINAL
DISTRIBUTION DATE" and, together with the Class A-1
Final Distribution Date, the "NOTE FINAL
DISTRIBUTION DATES"). To the extent not previously
paid in full prior to such date, the unpaid
principal balance of the Certificates will be
payable on the Distribution Date occurring in May
2008 (the "CERTIFICATE FINAL DISTRIBUTION DATE" and,
together with the Note Final Distribution Dates, the
"FINAL DISTRIBUTION DATES").
Terms of the Notes....... The principal terms of the Notes will be as described
below:
A. Interest
Rates ....... The Class A-1 Notes will bear interest at the rate
of [ ]% per annum (the "CLASS A-1 RATE") and the
Class A-2 Notes will bear interest at the rate of
[ ]% per annum (the "CLASS A-2 RATE" and, together
with the Class A-1 Rate, the "INTEREST RATES").
B. Interest..... Interest on the outstanding principal amount of
the Class A-1 Notes and Class A-2 Notes will accrue
at the related Interest Rate from and including the
fifteenth day of the month of the most recent
Distribution Date based on a 360-day year consisting
of 12 months of 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
(each, an "INTEREST PERIOD"). Interest on the Notes
for any Distribution Date due but not paid on such
Distribution Date will be due on the next
Distribution Date, together with, to the extent
permitted by applicable law, interest on such
shortfall at the related Interest Rate.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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C. Principal .... Principal of the Notes will be payable on each
Distribution Date in an amount generally equal to
the Note Principal Distributable Amount for such
Distribution Date. "NOTE PRINCIPAL DISTRIBUTABLE
AMOUNT" means, with respect to any Distribution
Date, the sum of (a) the product of (i) 94.5% and
(ii) the amount by which the aggregate principal
balance of the Contracts has declined since the
immediately preceding Distribution Date and (b) any
shortfall of principal payments due on the Notes
from the immediately preceding Distribution Date;
PROVIDED, HOWEVER, that the Note Principal
Distributable Amount for a Class of Notes shall not
exceed the outstanding principal amount of such
Class of Notes. On each Distribution Date, the Note
Principal Distributable Amount will be applied in
the following priority: first to reduce the
principal amount of the Class A-1 Notes to zero, and
thereafter, to reduce the principal amount of the
Class A-2 Notes to zero. Notwithstanding the
foregoing, if the principal amount of either the
Class A-1 Notes or Class A-2 Notes has not been paid
in full prior to its related Note Final Distribution
Date, the Note Principal Distributable Amount for
such Note Final Distribution Date will be the unpaid
principal amount of such Class of Notes as of such
Note Final Distribution Date.
D. Optional
Redemption ... In the event of an Optional Purchase (as hereinafter
defined), the Class A-2 Notes will be redeemed in
whole, but not in part, at a redemption price equal
to the unpaid principal amount of the Class A-2
Notes plus accrued interest thereon at the related
Interest Rate.
E. Mandatory
Redemption ... Under certain conditions, the Notes may be
accelerated upon the occurrence of an Event of
Default under the Indenture.
F. Mandatory
Special
Redemption ... The holders of Class A-1 Notes (the "CLASS A-1
NOTEHOLDERS") and Class A-2 Notes (the "CLASS A-2
NOTEHOLDERS") will be prepaid in part, without
premium, on the Distribution Date on or immediately
following the last day of the Funding Period (as
hereinafter defined) in the event that any amount
remains on deposit in the Pre-Funding Account after
giving effect to the purchase of all Subsequent
Contracts, including any such purchase on such date
(a "MANDATORY SPECIAL REDEMPTION"). The aggregate
principal amount of Class A-1 Notes and Class A-2
Notes to be prepaid will be an amount equal to the
amount then on deposit in the Pre-Funding Account
allocated pro rata; PROVIDED, HOWEVER, in the event
the Mandatory Special Redemption Amount is less than
$150,000 such amount shall be allocated solely to
the Class A-1 Noteholders, pro rata.
Terms of the
Certificates ............ The principal terms of the Certificates will be as
described below:
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
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A. Interest...... On each Distribution Date, the Owner Trustee or any
paying agent or paying agents as the Owner Trustee
may designate from time to time (each, a "PAYING
AGENT", which initially will be the Indenture
Trustee) will distribute pro rata to
Certificateholders of record as of the related
Record Date accrued interest at the rate of [ ]% per
annum (the "PASS-THROUGH RATE") on the Certificate
Balance (as defined herein) as of the immediately
preceding Distribution Date (after giving effect to
distributions of principal to be made on such
immediately preceding Distribution Date) or, in the
case of the first Distribution Date, the Initial
Certificate Balance. Interest in respect of a
Distribution Date will accrue from and including the
Closing Date (in the case of the first Distribution
Date) or from and including the fifteenth day of the
month of the most recent Distribution Date to but
excluding the fifteenth day of the month of the
current Distribution Date based on a 360-day year
consisting of 12 months of 30 days each. Interest on
the Certificates for any Distribution Date due but
not paid on such Distribution Date will be due on
the next Distribution Date, together with, to the
extent permitted by applicable law, interest on such
shortfall at the Pass-Through Rate.
The "CERTIFICATE BALANCE" will equal $13,680,000 (the
"INITIAL CERTIFICATE BALANCE") on the Closing Date
and on any date thereafter will equal the Initial
Certificate Balance reduced by all distributions of
principal previously made in respect of the
Certificates.
B. Principal.... Principal of the Certificates will be payable on each
Distribution Date in an amount generally equal to
the Certificate Principal Distributable Amount for
such Distribution Date. "CERTIFICATE PRINCIPAL
DISTRIBUTABLE AMOUNT" means, (a) with respect to any
Distribution Date on which the Notes remain
outstanding, the sum of (i) the product of (x) 5.5%
and (y) the amount by which the aggregate principal
balance of the Contracts has declined since the
immediately preceding Distribution Date and (ii) any
shortfall of principal payments due on the
Certificates from the immediately preceding
Distribution Date; and (b) with respect to any
Distribution Date on or after the Notes have been
paid in full, the sum of (i) the amount by which the
aggregate principal balance of the Contracts has
declined since the immediately preceding
Distribution Date, PLUS (ii) any shortfall of
principal payments due on the Certificates from
the immediately preceding Distribution Date, minus
(iii) any Note Principal Distributable Amount paid
to reduce the outstanding principal balance of the
Notes to zero.
C. Optional
Prepayment... In the event of an Optional Purchase, the Certificates
will be repaid in whole, but not in part, at a
repayment price equal to the Certificate Balance
plus accrued interest thereon at the Pass-Through
Rate.
Security for the
Securities .............. The principal security for the Securities will be as
described below:
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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A. The
Contracts ... The Contracts will be fixed-rate, simple-interest
conditional sales contracts for Motorcycles,
including any and all rights to receive payments
collected thereunder on or after the related Cutoff
Date and security interests in the Motorcycles
financed thereby.
On the Closing Date, the Trust Depositor will
sell, transfer and assign to the Trust pursuant
to the Sale and Servicing Agreement dated as of
August 1, 2000 (the "AGREEMENT") among the
Trust Depositor, the Trust, the Indenture
Trustee and Harley Credit (as servicer), and
the Trust will pledge to the Indenture Trustee,
pursuant to the Indenture, Initial Contracts
with an aggregate principal balance of
$174,092,272.93 as of July 27, 2000 (the
"INITIAL CUTOFF Date"). Following the Closing
Date, pursuant to the Agreement, the Trust
Depositor will be obligated, subject only to
the availability thereof, to sell, and the
Trust will be obligated to purchase and pledge
subject to the satisfaction of certain
conditions set forth therein, Subsequent
Contracts from time to time during the Funding
Period (as defined below) having an aggregate
principal balance equal to $53,907,727.07, such
amount being equal to the amount on deposit in
the Pre-Funding Account established under the
Indenture on the Closing Date. With respect to
each transfer of Subsequent Contracts to the
Trust and the simultaneous pledge of Subsequent
Contracts to the Indenture Trustee, the Trust
Depositor will designate as a cutoff date (each
a "SUBSEQUENT CUTOFF DATE") the date as of
which such Subsequent Contracts are deemed sold
to the Trust and pledged to the Indenture
Trustee. Each date on which Subsequent
Contracts are conveyed and pledged is referred
to herein as a "SUBSEQUENT TRANSFER DATE."
B. The Reserve
Fund ........ The Securityholders will be afforded certain limited
protection, to the extent described herein, against
losses in respect of the Contracts by the
establishment of an account in the name of the
Indenture Trustee for the benefit of the
Securityholders (the "RESERVE FUND").
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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The Reserve Fund will be created with an initial
deposit by the Trust Depositor of $1,740,922.73
(the "RESERVE FUND INITIAL DEPOSIT") on the
Closing Date. The funds in the Reserve Fund
will thereafter be supplemented on each
Distribution Date by the deposit of certain
Excess Amounts and Subsequent Reserve Fund
Amounts (as defined herein) until the amount in
the Reserve Fund reaches the Specified Reserve
Fund Balance (as defined herein). "EXCESS
AMOUNTS" in respect of a Distribution Date will
equal the funds on deposit in the Collection
Account in respect of such Distribution Date,
after giving effect to all distributions
required to be made on such Distribution Date
from amounts received by the Servicer from the
Contracts. The "SUBSEQUENT RESERVE FUND AMOUNT"
will equal the amount on each Subsequent
Transfer Date equal to 1.00% of the aggregate
balance of the Subsequent Contracts conveyed to
the Trust. On each Distribution Date, funds
will be withdrawn from the Reserve Fund for
distribution to Securityholders to cover any
shortfalls in interest and principal required
to be paid on the Securities.
The "SPECIFIED RESERVE FUND BALANCE" will equal the
greater of (a) 2.50% of the Principal Balance of the
Contracts in the Trust as of the first day of the
immediately preceding Due Period; PROVIDED, HOWEVER,
that if certain trigger events occur (as more
specifically described in the Prospectus
Supplement), the Specified Reserve Fund Balance will
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 (b) 1.00% of
the aggregate of the Initial Class A-1 Note Balance,
Initial Class A-2 Note Balance and Initial
Certificate Balance; PROVIDED, HOWEVER, in no event
shall the Specified Reserve Fund Balance be greater
than the aggregate outstanding principal balance of
the Securities.
On each Distribution Date, after giving effect to all
distributions made on such Distribution Date, any
amounts in the Reserve Fund that are in excess of
the Specified Reserve Fund Balance will be allocated
and distributed to the Trust Depositor.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
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C. Pre-Funding
Account...... During the period (the "FUNDING PERIOD") from and
including the Closing Date until the earliest of (a)
the Distribution Date on which the amount on deposit
in the Pre-Funding Account is less than $150,000,
(b) the date on which an Event of Termination occurs
with respect to the Servicer under the Agreement,
(c) the date on which certain events of insolvency
occur with respect to the Trust Depositor or (d) the
close of business on the date which is 90 days from
and including the Closing Date, the Pre-Funding
Account will be maintained as an account in the name
of the Indenture Trustee on behalf of the
Noteholders to secure the Trust Depositor's
obligations under the Agreement, as applicable, to
purchase and transfer Subsequent Contracts to the
Trust and the Trust's obligations under the
Indenture to pledge Subsequent Contracts to the
Indenture Trustee. The Pre-Funded Amount will
initially equal $53,907,727.07 and, during the
Funding Period, will be reduced by the amount
thereof that the Trust uses to purchase Subsequent
Contracts from the Trust Depositor and
contemporaneously therewith from the Seller by the
Trust Depositor. The Trust Depositor expects that
the Pre-Funded Amount will be reduced to less than
$150,000 by the Distribution Date occurring in
November 2000. Any Pre-Funded Amount remaining at
the end of the Funding Period will be payable to the
Noteholders as described above in "TERMS OF THE
NOTES - MANDATORY SPECIAL REDEMPTION."
D. Interest
Reserve
Account...... The Trust Depositor will establish, and fund with an
initial deposit on the Closing Date, a separate
collateral account in the name of the Indenture
Trustee on behalf of the Securityholders under the
Agreement (the "INTEREST RESERVE ACCOUNT"), for the
purpose of providing additional funds for payment of
Carrying Charges (as described below) to pay certain
distributions on Distribution Dates occurring during
(and on the first Distribution Date following the
end of) the Funding Period. In addition to the
initial deposit, all investment earnings with
respect to the Pre-Funding Account are to be
deposited into the Interest Reserve Account and,
pursuant to the Agreement, on each Distribution Date
described above, amounts in respect of Carrying
Charges from such account will be transferred into
the Collection Account. "CARRYING CHARGES" means (i)
the product of (x) the weighted average of the Class
A-1 Rate, the Class A-2 Rate and the Pass-Through
Rate and (y) the undisbursed funds (excluding
investment earnings) in the Pre-Funding Account (as
of the last day of the related Due Period, as
defined herein) over (ii) the amount of any
investment earnings on funds in the Pre-Funding
Account which was transferred to the Interest
Reserve Account, as well as interest earnings on
amounts in the Interest Reserve Account.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
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The Interest Reserve Account will be established to
account for the fact that a portion of the proceeds
obtained from the sale of the Securities will be
initially deposited in the Pre-Funding Account (as
the initial Pre-Funded Amount) rather than invested
in Contracts, and the monthly investment earnings on
such Pre-Funded Amount (until the Pre-Funded Amount
is used to purchase Subsequent Contracts) are
expected to be less than the weighted average of the
Class A-1 Rate, the Class A-2 Rate and the
Pass-Through Rate with respect to the corresponding
portion of the Class A-1 Principal Balance, Class
A-2 Principal Balance and the Certificate Balance,
as well as the amount necessary to pay the Trustees'
Fees. The Interest Reserve Account is not designed
to provide any protection against losses on the
Contracts in the Trust. After the Funding Period,
money remaining in the Interest Reserve Account will
be released to the Trust Depositor.
Optional Purchase........ The Seller, through the Trust Depositor may, but will
not be obligated to, purchase all of the Contracts
in the Trust, and thereby cause early retirement of
all outstanding Securities, on any Distribution Date
as of which the aggregate outstanding principal
balance of the Contracts has declined to less than
10% of the sum of (i) the aggregate outstanding
principal balance of the Contracts as of the Closing
Date and (ii) the Pre-Funded Amount (an "OPTIONAL
PURCHASE").
Ratings.................. It is a condition of issuance that the Class A-1
Notes and Class A-2 Notes be rated "AAA" by Standard
& Poor's Ratings Services, A Division of The
McGraw-Hill Companies ("S&P") and "Aaa" by Moody's
Investors Service, Inc. ("MOODY'S" and, together
with S&P, the "RATING AGENCIES") and the
Certificates be rated at least "BBB+" by S&P and
"Baa1" by Moody's.
Advances................. The Servicer is obligated to advance each month an
amount equal to accrued and unpaid interest on the
Contracts which was delinquent with respect to the
related Due Period (as defined herein) (each an
"ADVANCE"), but only to the extent that the Servicer
believes that the amount of such Advance will be
recoverable from collections on the Contracts. The
Servicer will be entitled to reimbursement of
outstanding Advances on any Distribution Date by
means of a first priority withdrawal of amounts then
held in the Collection Account.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
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Mandatory Repurchase
by the Trust Depositor... Under the Agreement, the Trust Depositor has
agreed, in the event of a breach of certain
representations and warranties made by the Trust
Depositor and contained therein which materially and
adversely affects the Trust's interest in any
Contract and which has not been cured, to repurchase
such Contract within two business days prior to the
first Determination Date after the Trust Depositor
becomes aware of such breach. "DETERMINATION DATE"
means the fourth business day following the
conclusion of a Due Period. The Seller is obligated
under the Transfer and Sale Agreement (which right
against the Seller the Trust Depositor has assigned
in such circumstances to the Trust) to repurchase
the Contracts from the Trust Depositor
contemporaneously with the Trust Depositor's
purchase of the Contracts from the Trust.
Security Interests and
Other Aspects of the
Contracts................ In connection with the establishment of the Trust as
well as the assignment, conveyance and transfer of
Contracts (including Subsequent Contracts) to the
Trust and pledge to the Indenture Trustee, security
interests in the Motorcycles securing the Contracts
have been (or will be) (i) conveyed and assigned by
the Seller to the Trust Depositor pursuant to the
Transfer and Sale Agreement (and, in the case of
Subsequent Contracts, the related Subsequent
Purchase Agreement as defined therein and executed
thereunder), (ii) conveyed and assigned by the Trust
Depositor to the Trust pursuant to the Agreement
(and, in the case of Subsequent Contracts, the
related Subsequent Transfer Agreement as defined
herein and executed thereunder) and (iii) pledged by
the Trust to the Indenture Trustee pursuant to the
Indenture. The Agreement will designate the Servicer
as custodian to maintain possession, as the
Indenture Trustee's agent, of the Contracts and any
other documents relating to the Motorcycles. Uniform
Commercial Code financing statements will be filed
in both Nevada and Illinois, reflecting the
conveyance and assignment of the Contracts to the
Trust Depositor from the Seller, from the Trust
Depositor to the Trust and the pledge from the Trust
to the Indenture Trustee, and the Seller's and the
Trust Depositor's accounting records and computer
systems will also reflect such conveyance and
assignment and pledge. To facilitate servicing and
save administrative costs, such documents will not
be segregated from other similar documents that are
in the Servicer's possession. However, the Contracts
will be stamped to reflect their conveyance and
assignment and pledge. If, however, through fraud,
negligence or otherwise, a subsequent purchaser were
able to take physical possession of the Contracts
without notice of such conveyance and assignment and
pledge, the Trust's and Indenture Trustee's interest
in the Contracts could be defeated.
</TABLE>
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materials. If you did not receive such a disclaimer, please contact your
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In addition, due to administrative burden and expense,
the certificates of title to the Motorcycles will
not be amended or reissued to reflect the conveyance
and assignment of the Seller's security interest in
the Motorcycles related to the Contracts to the
Trust Depositor and the Trust or the pledge to the
Indenture Trustee. In the absence of amendments to
the certificates of title, the Trust and Indenture
Trustee will not have a perfected security interest
in the Motorcycles in some states. Further, federal
and state consumer protection laws impose
requirements upon creditors in connection with
extensions of credit and collections on conditional
sales contracts, and certain of these laws make an
assignee of such a contract liable to the obligor
thereon for any violation of such laws by the
lender. The Trust Depositor has agreed to repurchase
any Contract as to which it has failed to perfect a
security interest in the Motorcycle securing such
Contract, or as to which a breach of federal or
state laws exists if such breach materially and
adversely affects the Trust's interest in such
Contract and if such failure or breach has not been
cured within 90 days. The Seller has entered into a
corresponding obligation to repurchase such
Contracts from the Trust Depositor under the
Transfer and Sale Agreement and Subsequent Purchase
Agreements.
Monthly Servicing Fee.... The Servicer will be entitled to receive for each
Due Period a monthly servicing fee (the "MONTHLY
SERVICING FEE") equal to 1/12th of 1% of the
Principal Balance of the Contracts as of the
beginning of such Due Period. The Servicer will also
be entitled to receive any extension fees or late
payment penalty fees paid by Obligors (collectively
with the Monthly Servicing Fee, the "SERVICING
FEE"). The Servicing Fee is payable prior to any
payments to the Noteholders or the
Certificateholders.
Tax Status............... In the opinion of Winston & Strawn, federal tax counsel
to the Trust Depositor, for federal income tax
purposes, the Notes will be characterized as debt,
and the Trust will not be characterized as an
association (or a publicly traded partnership)
taxable as a corporation. Each Noteholder, by the
acceptance of a Note, will agree to treat the Notes
as indebtedness, and each Certificateholder, by the
acceptance of a Certificate, will agree to treat the
Trust as a partnership in which the
Certificateholders are partners for federal income
tax purposes.
ERISA Considerations..... Subject to the considerations discussed under "ERISA
CONSIDERATIONS" in the Prospectus Supplement, the
Notes will be eligible for purchase by employee
benefit plans. Any benefit plan fiduciary
considering purchase of the Notes should, however,
consult with its counsel regarding the consequences
of such purchase under ERISA and the Code.
The Certificates are not eligible for purchase by (i)
employee benefit plans subject to ERISA or (ii)
individual retirement accounts and other retirement
plans subject to Section 4975 of the Code.
</TABLE>
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-11-
<PAGE>
THE CONTRACTS
Each Contract is (or will be, in the case of Subsequent Contracts)
secured by a Motorcycle and is (or will be) a conditional sales contract
originated by a Harley-Davidson dealer and purchased by the Trust Depositor. No
Contract may be substituted by the Seller or the Trust Depositor with another
Motorcycle contract after such Contract has been sold by the Trust Depositor to
the Trust.
Each Contract (a) is (or will be) secured by a Motorcycle, (b) has (or
will have) a fixed annual percentage rate and provide for, if timely made,
payments of principal and interest which fully amortize the loan on a simple
interest basis over its term and, (c) with respect to the Initial Contracts, has
its last scheduled payment due no later than August 2007, and with respect to
the Contracts as a whole (including any Subsequent Contracts conveyed to the
Trust after the Closing Date), will have a last scheduled payment due no later
than November 2007. The Contracts were (or will be) acquired by the Trust
Depositor in the ordinary course of the Trust Depositor's business. (For general
composition of the Initial Contracts see Table 1 below). Approximately 61.41% of
the Principal Balance of the Initial Contracts as of the Initial Cutoff Date is
attributable to loans to purchase Motorcycles which were new and approximately
38.59% is attributable to loans to purchase Motorcycles which were used at the
time the related Contract was originated. All Initial Contracts have a
contractual rate of interest of at least 8.99% per annum and not more than
22.99% per annum and the weighted average contractual rate of interest of the
Initial Contracts as of the Initial Cutoff Date is approximately 14.17% per
annum (see Table 2 below). The Initial Contracts have remaining maturities as of
the Initial Cutoff Date of at least 6 months but not more than 84 months and
original maturities of at least 12 months but not more than 84 months. The
Initial Contracts had a weighted average term to scheduled maturity, as of
origination, of approximately 72.66 months, and a weighted average term to
scheduled maturity as of the Initial Cutoff Date of approximately 71.22 months
(see Tables 3 and 4 below). The average principal balance per Initial Contract
as of the Initial Cutoff Date was approximately $12,756.82 and the principal
balances on the Initial Contracts as of the Initial Cutoff Date ranged from
$701.48 to $45,899.46 (see Table 5 below). The Contracts arise (or will arise)
from loans to Obligors located in 50 states, the District of Columbia and the
U.S. Territories and with respect to the Initial Contracts, constitute the
following approximate amounts expressed as a percentage of the aggregate
principal balances on the Initial Contracts as of the Initial Cutoff Date:
11.99% in California, 8.72% in Texas, 7.12% in Florida and 5.09% in Pennsylvania
(see Table 6 below). No other state represented more than 5.00% by aggregate
principal balance of the Initial Contracts.
Except for certain criteria specified in the preceding paragraph, there
will be no required characteristics of the Subsequent Contracts. Therefore,
following the transfer of the Subsequent Contracts to the Trust, the aggregate
characteristics of the entire pool of the Contracts, including the composition
of the Contracts, the distribution by weighted average annual percentage rate of
the Contracts, the distribution by calculated remaining term of the Contracts,
the distribution by original term to maturity of the Contracts, the distribution
by current balance of the Contracts, and the geographic distribution of the
Contracts, described in the following tables, may vary from those of the Initial
Contracts as of the Initial Cutoff Date.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-12-
<PAGE>
TABLE 1
COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<S> <C>
Aggregate Principal Balance ................................. $174,092,272.93
Number of Contracts ......................................... 13,647
Average Principal Balance ................................... $ 12,756.82
Weighted Average Annual Percentage
Rate ("APR") ........................................... 14.17%
(Range) ................................................ 8.99% - 22.99%
Weighted Average Original Term (in months) .................. 72.66
(Range) ................................................ 12 - 84
Weighted Average Calculated Remaining Term (in months) ...... 71.22
(Range) ................................................ 6 - 84
</TABLE>
TABLE 2
DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
RATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE (1)
---- ---------------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C>
8.990- 9.000% 4 0.03% $55,306.05 0.03%
9.001-10.000 40 0.29 $545,105.79 0.31
10.001-11.000 224 1.64 $3,188,852.24 1.83
11.001-12.000 1,200 8.79 $16,373,739.20 9.41
12.001-13.000 3,054 22.38 $40,957,875.90 23.53
13.001-14.000 3,651 26.75 $46,383,905.22 26.64
14.001-15.000 2,975 21.80 $37,092,166.64 21.31
15.001-16.000 795 5.83 $9,532,055.45 5.48
16.001-17.000 499 3.66 $6,067,451.11 3.49
17.001-18.000 431 3.16 $4,985,658.04 2.86
18.001-19.000 51 0.37 $717,579.00 0.41
19.001-20.000 285 2.09 $3,225,620.60 1.85
20.001-21.000 144 1.06 $1,577,466.84 0.91
21.001-22.000 291 2.13 $3,359,985.82 1.93
22.001-22.990 3 0.02 $29,505.03 0.02
------- ------ ---------------- ------
TOTALS: 13,647 100.00% $ 174,092,272.93 100.00%
</TABLE>
(1) Percentages may not add to 100.00% because of rounding.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-13-
<PAGE>
TABLE 3
DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
CALCULATED PERCENT OF
REMAINING NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
TERM (MONTHS) CONTRACTS CONTRACTS(1) PRINCIPAL BALANC E BALANCE (1)
------------- ---------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
6 - 12 23 0.17% $92,444.43 0.05%
13 - 24 141 1.03 $839,100.59 0.48
25 - 36 316 2.32 $2,444,271.80 1.40
37 - 48 589 4.32 $5,427,863.38 3.12
49 - 60 1,785 13.08 $18,672,260.49 10.73
61 - 72 8,005 58.66 $97,910,300.51 56.24
73 - 84 2,788 20.43 $48,706,031.73 27.98
------- ------ ------ --------------- ------
TOTALS: 13,647 100.00% $174,092,272.93 100.00%
</TABLE>
(1) Percentages may not add to 100.00% because of rounding.
TABLE 4
DISTRIBUTION BY CALCULATED ORIGINAL TERM
TO MATURITY OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
PERCENT OF
ORIGINAL NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
TERM (MONTHS) CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE (1)
------------- ---------------- ----------- ----------------- -------------
<S> <C> <C> <C> <C>
0 - 12 7 0.05% $61,683.00 0.04%
13 - 24 130 0.95 $785,613.36 0.45
25 - 36 293 2.15 $2,295,304.80 1.32
37 - 48 567 4.15 $5,202,898.57 2.99
49 - 60 1,753 12.85 $18,302,977.62 10.51
61 - 72 8,079 59.20 $98,367,647.47 56.50
73 - 84 2,818 20.65 $49,076,148.11 28.19
------- ------ ------ --------------- ------
TOTALS: 13,647 100.00% $174,092,272.93 100.00%
</TABLE>
(1) Percentages may not add to 100.00% because of rounding.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-14-
<PAGE>
TABLE 5
DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
CURRENT BALANCE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
--------------- --------- ------------ ---------------- ---------------
<S> <C> <C> <C> <C>
$ 701.48 - 1,000.00 2 0.01% $1,619.96 0.00%
$ 1,000.01 - 2,000.00 21 0.15 $34,080.09 0.02
$ 2,000.01 - 3,000.00 64 0.47 $162,576.44 0.09
$ 3,000.01 - 4,000.00 171 1.25 $619,786.85 0.36
$ 4,000.01 - 5,000.00 381 2.79 $1,731,216.02 0.99
$ 5,000.01 - 6,000.00 481 3.52 $2,678,215.09 1.54
$ 6,000.01 - 7,000.00 738 5.41 $4,830,547.90 2.77
$ 7,000.01 - 8,000.00 952 6.98 $7,152,090.27 4.11
$ 8,000.01 - 9,000.00 972 7.12 $8,251,691.20 4.74
$ 9,000.01 - 10,000.00 950 6.96 $9,065,944.45 5.21
$10,000.01 - 11,000.00 815 5.97 $8,557,120.78 4.92
$11,000.01 - 12,000.00 700 5.13 $8,046,098.41 4.62
$12,000.01 - 13,000.00 681 4.99 $8,528,579.49 4.90
$13,000.01 - 14,000.00 764 5.60 $10,344,530.02 5.94
$14,000.01 - 15,000.00 905 6.63 $13,159,829.32 7.56
$15,000.01 - 16,000.00 1,008 7.39 $15,646,314.18 8.99
$16,000.01 - 17,000.00 1,043 7.64 $17,216,158.18 9.89
$17,000.01 - 18,000.00 942 6.90 $16,513,375.20 9.49
$18,000.01 - 19,000.00 715 5.24 $13,209,574.86 7.59
$19,000.01 - 20,000.00 501 3.67 $9,765,460.00 5.61
$20,000.01 - 21,000.00 299 2.19 $6,113,649.70 3.51
$21,000.01 - 22,000.00 212 1.55 $4,552,110.31 2.61
$22,000.01 - 23,000.00 138 1.01 $3,098,754.32 1.78
$23,000.01 - 24,000.00 87 0.64 $2,042,671.63 1.17
$24,000.01 - 25,000.00 41 0.30 $1,003,346.23 0.58
$25,000.01 - 26,000.00 23 0.17 $585,493.44 0.34
$26,000.01 - 27,000.00 18 0.13 $478,676.80 0.27
$27,000.01 - 28,000.00 6 0.04 $164,414.35 0.09
$28,000.01 - 29,000.00 4 0.03 $112,848.20 0.06
$29,000.01 - 30,000.00 6 0.04 $176,663.80 0.10
$30,000.01 - 31,000.00 1 0.01 $30,787.41 0.02
$31,000.01 - 32,000.00 2 0.01 $62,734.00 0.04
$32,000.01 - 34,000.00 1 0.01 $33,695.08 0.02
$34,000.01 - 37,000.00 1 0.01 $36,751.35 0.02
$37,000.01 - 39,000.00 1 0.01 $38,968.14 0.02
$39,000.01 - 45,899.46 1 0.01 $45,899.46 0.03
------ ------ --------------- ------
TOTALS: 13,647 100.00% $174,092,272.93 100.00%
</TABLE>
(1) Percentages may not add to 100.00% because of rounding.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-15-
<PAGE>
TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
STATE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
----- --------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
ALABAMA 202 1.48% $2,833,234.38 1.63%
ALASKA 27 0.20 $321,097.53 0.18
ARIZONA 307 2.25 $4,511,253.95 2.59
ARKANSAS 73 0.53 $855,878.71 0.49
CALIFORNIA 1,630 11.94 $20,874,170.80 11.99
COLORADO 330 2.42 $4,503,605.97 2.59
CONNECTICUT 257 1.88 $2,962,793.46 1.70
DELAWARE 87 0.64 $1,080,906.70 0.62
DISTRICT OF COLUMBIA 4 0.03 $42,539.81 0.02
FLORIDA 912 6.68 $12,401,741.13 7.12
GEORGIA 434 3.18 $6,245,646.68 3.59
HAWAII 83 0.61 $1,090,113.67 0.63
IDAHO 31 0.23 $349,853.59 0.20
ILLINOIS 522 3.83 $6,486,248.05 3.73
INDIANA 311 2.28 $3,790,745.79 2.18
IOWA 126 0.92 $1,635,665.01 0.94
KANSAS 73 0.53 $904,959.73 0.52
KENTUCKY 153 1.12 $1,900,945.79 1.09
LOUISIANA 149 1.09 $1,828,697.92 1.05
MAINE 32 0.23 $373,992.57 0.21
MARYLAND 344 2.52 $4,206,041.43 2.42
MASSACHUSETTS 282 2.07 $3,240,746.44 1.86
MICHIGAN 267 1.96 $3,750,644.05 2.15
MINNESOTA 140 1.03 $1,723,176.13 0.99
MISSISSIPPI 37 0.27 $487,257.54 0.28
MISSOURI 178 1.30 $2,187,129.91 1.26
MONTANA 20 0.15 $233,365.88 0.13
NEBRASKA 38 0.28 $424,274.08 0.24
NEVADA 173 1.27 $2,367,605.54 1.36
NEW HAMPSHIRE 127 0.93 $1,387,836.99 0.80
NEW JERSEY 492 3.61 $5,773,357.97 3.32
NEW MEXICO 178 1.30 $2,285,368.65 1.31
NEW YORK 595 4.36 $7,053,487.27 4.05
NORTH CAROLINA 520 3.81 $6,544,430.83 3.76
NORTH DAKOTA 8 0.06 $86,313.99 0.05
OHIO 562 4.12 $6,615,141.69 3.80
OKLAHOMA 127 0.93 $1,590,222.05 0.91
OREGON 211 1.55 $2,503,632.17 1.44
PENNSYLVANIA 782 5.73 $8,856,973.07 5.09
</TABLE>
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-16-
<PAGE>
TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(CONTINUED)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
STATE CONTRACTS CONTRACTS (1) PRINCIPAL BALANCE BALANCE (1)
----- --------- ------------ ---------------- ---------------
<S> <C> <C> <C> <C>
RHODE ISLAND 26 0.19 $331,942.51 0.19
SOUTH CAROLINA 246 1.80 $3,275,388.32 1.88
SOUTH DAKOTA 34 0.25 $361,230.59 0.21
TENNESSEE 351 2.57 $4,706,794.69 2.70
TEXAS 1,091 7.99 $15,188,638.76 8.72
UTAH 53 0.39 $682,273.33 0.39
VERMONT 19 0.14 $211,352.99 0.12
VIRGINIA 319 2.34 $4,126,067.97 2.37
WASHINGTON 362 2.65 $4,955,762.44 2.85
WEST VIRGINIA 86 0.63 $1,153,457.07 0.66
WISCONSIN 194 1.42 $2,314,270.31 1.33
WYOMING 27 0.20 $263,127.35 0.15
OTHER 15 0.11 $210,869.68 0.12
------ ------ --------------- ------
TOTALS: 13,647 100.00% $174,092,272.93 100.00%
</TABLE>
(1) Percentages may not add to 100.00% because of rounding.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-17-
<PAGE>
DELINQUENCY, LOAN LOSS AND REPOSSESSION INFORMATION
The following tables set forth the delinquency experience and loan loss
and repossession experience of the Seller's portfolio of conditional sales
contracts for Motorcycles. These figures include data in respect of contracts
which the Seller has previously sold with respect to prior securitizations and
for which the Seller acts as servicer.
DELINQUENCY EXPERIENCE(1)/
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
At December 31,
-------------------------------------------------------------------------------
1999 1998 1997
---- ---- ----
NUMBER NUMBER NUMBER
OF OF OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
Portfolio...................... 91,556 $914,545.5 67,137 $651,248.7 45,258 $434,890.7
Period of Delinquency(2)/
---
30-59 Days 2,868 28,307.9 1,970 $17,768.1 1,264 $11,454.6
60-89 Days................. 983 9,424.3 745 6,153.9 559 5,112.1
90 Days or more............ 371 3,569.9 304 2,591.0 269 2,196.5
--- -------- --- ------- --- -------
Total Delinquencies............ 4,222 $41,302.1 3,019 $26,513.0 2,092 $18,763.2
===== ========= ===== ========= ===== =========
Total Delinquencies as a
Percent of Total Portfolio..... 4.61% 4.52% 4.50% 4.07% 4.62% 4.31%
</TABLE>
<TABLE>
<CAPTION>
At June 30,
-------------------------------------------------------
2000 1999
----- ----
Number Number
of of
CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------
<S> <C> <C> <C> <C>
Portfolio...................... 107,640 $1,085,183.0 80,843 $807,205.6
Period of Delinquency(2)/
---
30-59 Days................. 2,622 $25,903.6 1,989 $18,509.5
60-89 Days................. 606 5,932.9 602 5,535.2
90 Days or more............ 205 1,943.5 183 1,615.3
--- ------- --- -------
Total Delinquencies............ 3,433 $33,780.0 2,774 $25,660.0
===== ========= ===== =========
Total Delinquencies as a
Percent of Total Portfolio..... 3.19% 3.11% 3.43% 3.18%
</TABLE>
------------------
(1) Excludes Contracts already in repossession, which Contracts the
Servicer does not consider outstanding.
(2) The period of delinquency is based on the number of days payments
are contractually past due (assuming 30-day months). Consequently,
a Contract due on the first day of a month is not 30 days
delinquent until the first day of the next month.
This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
-18-
<PAGE>
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended
December 31,
----------------------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Principal Balance of All Contracts
Serviced(1)/.................. $918,481.6 $653,836.0 $436,771.0
---
Contract Liquidations(2)/......... 1.59% 1.54% 1.42%
---
Net Losses:
Dollars(3)/................... $5,875.0 $5,245.3 $3,781.1
---
Percentage(4)/................ 0.64% 0.80% 0.87%
---
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------------------------------
2000 1999
---- ----
<S> <C> <C>
Principal Balance of All Contracts
Serviced(1)/.................. $1,087,840.1 $809,208.7
---
Contract Liquidations(2)/......... 1.96% 1.62%
---
Net Losses:
Dollars(3)/................... $4,284.2 $2,726.0
---
Percentage(4)/................ 0.79% 0.67%
---
</TABLE>
------------------
(1) As of period end. Includes Contracts already in repossession.
(2) As a percentage of the total number of Contracts being serviced as
of period end, calculated on an annualized basis.
(3) The calculation of net loss includes actual charge-offs, deficiency
balances remaining after liquidation of repossessed vehicles and
expenses of repossession and liquidation, net of recoveries.
(4) As a percentage of the principal amount of Contracts being
serviced as of period end, calculated on an annualized basis.
THE DATA PRESENTED IN THE FOREGOING TABLES ARE FOR ILLUSTRATIVE PURPOSES
ONLY AND THERE IS NO ASSURANCE THAT THE DELINQUENCY, LOAN LOSS OR REPOSSESSION
EXPERIENCE OF THE CONTRACTS WILL BE SIMILAR TO THAT SET FORTH ABOVE.
This page must be accompanied by the disclaimer on the cover page of
these materials. If you did not receive such a disclaimer, please contact your
Salomon Smith Barney Financial Advisor immediately.
- 19 -