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, 1999
______________________ or
[ ] Transition Report Pursuant to Section 13 or 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)
Harley-Davidson Credit Corp.
(as sponsor of the Trusts)
(Exact name of registrant as specified in its charter)
Nevada 88-0292891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4150 Technology Way
Carson City, Nevada 89706
(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
There were 101 participants in the DTC system holding positions in the Cede
Certificates as of December 31, 1999.
The following were Noteholders and Certificateholders of record
as of the end of the reporting year.
Harley-Davidson Eaglemark Motorcycle Trust:
Series 1999-1 Class A-1 Cede & Co. 100%
Series 1999-1 Class A-2 Cede & Co. 100%
Series 1999-1 Certificates Cede & Co.
Series 1999-1 Certificates Eaglemark Customer Funding Corp. IV
Series 1999-2 Class A-1 Cede & Co. 100%
Series 1999-2 Class A-2 Cede & Co. 100%
Series 1999-2 Certificates Cede & Co.
Series 1999-2 Certificates Eaglemark Customer Funding Corp. IV
Series 1999-3 Class A-1 Cede & Co. 100%
Series 1999-3 Class A-2 Cede & Co. 100%
Series 1999-3 Certificates Cede & Co.
Series 1999-3 Certificates Eaglemark Customer Funding Corp. IV
There 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
(2)Name and issuance and nature of
Address of beneficial ow(4) Percent
(1) Title of Class Beneficial Holder (in thousandsof Class
Eaglemark Series Bank of New York (The) 22,000,000.00 17.32%
1999-1 Class A-1 925 Patterson Plank Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 3,050,000.00 2.40%
1999 -1 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Bank One Trust Company, N.A. 4,850,000.00 3.82%
1999-1 Class A-1 30 West Spring Street
Columbus, OH 43266-0581
Eaglemark Series Boston Safe Deposit 7,550,000.00 5.94%
1999 -1 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
Eaglemark Series Chase Manhattan Bank 46,650,000.00 36.73%
1999-1 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Chase Manhattan Bank, Trust 150,000.00 0.12%
1999-1 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Citibank, N.A. 525,000.00 0.41%
1999-1 Class A-1 P.O. Box 30576
Tampa, FL 33630
Eaglemark Series Firststar Bank, N.A. 1,000,000.00 0.79%
1999-1 Class A-1 777 E Wisconsin Ave
Milwaukee, WI 53202
Eaglemark Series Fleet National Bank 150,000.00 0.12%
1999-1 Class A-1 Fleet Services Corp 2nd Floor
Rochester, NY 14638
Eaglemark Series Northern Trust Company (The) 2,175,000.00 1.71%
1999-1 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series PNC Bank, National Associatio 775,000.00 0.61%
1999-1 Class A-1 1600 Market Street 29th Floor
Philadelphia, PA 19103
Eaglemark Series State Street Bank and Trust 37,800,000.00 29.76%
1999-1 Class A-1 Global Corporate Action Unit
- JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171
Eaglemark Series Wachovia Bank, N.A. 325,000.00 0.26%
1999-1 Class A-1 100 N. Main Street 37121
Winston-Salem, NC 27150
Eaglemark Series Bank of New York (The) 2,880,000.00 5.12%
1999-1 Class A-2 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 8,340,000.00 14.81%
1999-1 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Bank One Trust Company NA 260,000.00 0.46%
1999-1 Class A-2 1900 Polaris Pky
Columbus, OH 43240
Eaglemark Series Boston Safe Deposit 12,290,000.00 21.83%
1999-1 Class A-2 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
Eaglemark Series Chase Manhattan Bank 3,010,000.00 5.35%
1999-1 Class A-2 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Citibank, N.A. 1,155,000.00 2.05%
1999-1 Class A-2 P.O. Box 30576
Tampa, FL 33630-3576
Eaglemark Series Compass Bank/Trust Division 95,000.00 0.17%
1999-1 Class A-2 15 South 20th Street
7th Floor, Trust Division
Birmingham, AL 35233
Eaglemark Series First Union National Bank 125,000.00 0.22%
1999-1 Class A-2 201 S. College St
NC - 1151
Charlotte, NA 28288
Eaglemark Series LaSalle National Bank 95,000.00 0.17%
1999-1 Class A-2 c/o ADP Proxy Services
Eaglemark Series M&I Marshall & Ilsley Bank 150,000.00 0.27%
1999-1 Class A-2 1000 North Water Street
P.O. Box 2977
Milwaukee, WI 53202
Eaglemark Series Morgan Stanley & Company Inco 250,000.00 0.44%
1999-1 Class A-2 One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Eaglemark Series Northern Trust Company (The) 2,200,000.00 3.91%
1999-1 Class A-2 801 S Canal
Chicago, IL 60607
Eaglemark Series SSB - Trust Custody 4,300,000.00 7.64%
1999-1 Class A-2 225 Franklin Street, M4
Boston, MA 02110
Eaglemark Series State Street Bank and Trust 20,620,000.00 36.63%
1999-1 Class A-2 Global Corporate Action Unit
JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171
Eaglemark Series Trustmark National Bank 235,000.00 0.42%
1999-1 Class A-2 c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Eaglemark Series U.S. Bank National Associatio 295,000.00 0.52%
1999-1 Class A-2 601 Second Avenue South
Minneapolis, MN 55402
Eaglemark Series Bankers Trust Company 700,000.00 6.04%
1999-1 Certificate c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Citibank, N.A. 10,883,000.00 93.96%
1999-1 Certificate P.O. Box 30576
Tampa, FL 33630-3576
Eaglemark Series Bank of New York (The) 30,000,000.00 22.56%
1999-2 Class A-1 925 Patterson Plank Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 4,975,000.00 3.74%
1999-2 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 46,350,000.00 34.85%
1999-2 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
Eaglemark Series Chase Manhattan Bank 31,600,000.00 23.76%
1999-2 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Citibank, N.A. 500,000.00 0.38%
1999-2 Class A-1 P.O. Box 30576
Tampa, FL 33630-3576
Eaglemark Series HSBC Bank USA 975,000.00 0.73%
1999-2 Class A-1 One Hanson Place, Lower Level
Brooklyn, NY 11243
Eaglemark Series Northern Trust Company (The) 375,000.00 0.28%
1999-2 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series SSB - Custodian 17,950,000.00 13.50%
1999-2 Class A-1 Global Corp. Action Dept.
JAB5W
1776 Heritage Drive
No. Quincy, MA 02171
Eaglemark Series Wachovia Bank, NA 275,000.00 0.21%
1999-2 Class A-1 100 N Main Street
Winston-Salem, NC 27150
Eaglemark Series Bankers Trust Company 650,000.00 1.09%
1999-2 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Bank One Trust Company NA 10,000,000.00 16.75%
1999-2 Class A-2 1900 Polaris Pky
Columbus, OH 43240
Eaglemark Series Boston Safe Deposit 20,875,000.00 34.97%
1999-2 Class A-2 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
Eaglemark Series Chase Manhattan Bank 1,100,000.00 1.84%
1999-2 Class A-2 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Citibank, N.A. 23,900,000.00 40.03%
1999-2 Class A-2 P.O. Box 30576
Tampa, FL 33630-3576
Eaglemark Series Northern Trust Company (The) 1,600,000.00 2.68%
1999-2 Class A-2 801 S Canal
Chicago, IL 60607
Eaglemark Series State Street Bank & Trust 1,025,000.00 1.72%
1999-2 Class A-2 Global Corp. Action Dept.
JAB5NW
1776 Heritage Dr.
No. Quincy, MA 02171
Eaglemark Series Union Bank of California 550,000.00 0.92%
1999-2 Class A-2 P.O. Box 109
San Diego, CA 92112-4103
Eaglemark Series Bankers Trust Company 3,677,000.00 30.20%
1999-2 Certificate 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Bank One Trust Company, N.A. 4,000,000.00 32.85%
1999-2 Certificate 1900 Polaris PKY
Columbus, OH 43240
Eaglemark Series Chase Manhattan Bank 4,500,000.00 36.95%
1999-2 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank of New York (The) 10,300,000.00 9.20%
1999-3 Class A-1 925 Patterson Plank Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 4,125,000.00 3.68%
1999-3 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 18,750,000.00 16.74%
1999-3 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
Eaglemark Series Chase Manhattan Bank 51,800,000.00 46.25%
1999-3 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Chase Manhattan Bank, Trust 325,000.00 0.29%
1999-3 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series First Union National Bank 1,000,000.00 0.89%
1999-3 Class A-1 201 S. College Street
Charlotte, NC 28288
Eaglemark Series Northern Trust Company (The) 4,725,000.00 4.22%
1999-3 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series State Street Bank and Trust 20,700,000.00 18.48%
1999-3 Class A-1 Global Corp. Action Dept.
JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
Eaglemark Series Wachovia Bank, NA 275,000.00 0.25%
1999-3 Class A-1 100 N Main Street
Winston-Salem, NC 27150
Eaglemark Series Bank One, Oklahoma, N.A. 1,000,000.00 1.90%
1999-3 Class A-2 100 N. Broadway 6th Floor
Oklahoma City 73102
Eaglemark Series Boston Safe Deposit and Trust 30,000,000.00 57.14%
1999-3 Class A-2 c/o Mellon Bank, N.A.
Three Mellon Bank Center,
Room 153 - 3015
Pittsburgh, PA 15259
Eaglemark Series Bankers Trust Company/Banc One 6,000,000.00 11.43%
1999-3 Class A-2 16 Wall Street, 5th Floor
New York, NY 10005
Eaglemark Series Chase Manhattan Bank 12,000,000.00 22.86%
1999-3 Class A-2 4 New York Plaza 13th Floor
New York, NY 10004
Eaglemark Series Goldman, Sachs & Co. 2,000,000.00 3.81%
1999-3 Class A-2 1 New York Plaza 45th Floor
New York, NY 10004
Eaglemark Series State Street Bank and Trust 1,500,000.00 2.86%
1999-3 Class A-2 Global Corp. Action Dept.
JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
Eaglemark Series Bank of New York (The) 3,395,000.00 32.66%
1999-3 Certificate 925 Patterson Plank Road
Secaucus, NJ 07094
Eaglemark Series Bankers Trust Company 3,000,000.00 28.86%
1999-3 Certificate 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series The Bank of New York/ 4,000,000.00 38.48%
1999-3 Certificate First Union
Dealer Clearance
16 Wall Street, 5th Floor
New York, NY 10005
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, 1999
June 15, 1999, July 15, 1999, August 17, 1999, September 15, 1999
October 15, 1999, November 16, 1999 and December 15, 1999.
(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
Harley-Davidson Credit Corp.
(as sponsor of the Trusts)
By: /s/ Michael Sulentic
Vice President and Chief Financial Officer
Date: 03/28/00
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, 1999
Harley-Davidson Eaglemark Motorcyle Trust 1999-1
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 149,306,747.84
Principal Collections 44,530,252.60
Interest Collections 14,511,212.25
Liquidation Proceeds 460,247.59
Realized Losses 752,312.22
Servicer Fees 1,085,069.74
Trustee Fees 10,698.71
Class A-1 Balance 81,306,747.84
Class A-2 Balance 56,300,000.00
Certificate Balance 11,700,000.00
Class A -1 Principal 45,693,252.16
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 3,720,878.90
Class A-2 Interest 2,063,207.33
Certificate Interest 521,199.25
30 Delinquent % 0.01
60 Delinquent % 0.00
90 Delinquent % 0.00
Harley-Davidson Eaglemark Motorcyle Trust 1999-2
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 179,117,949.91
Principal Collections 25,685,467.39
Interest Collections 8,827,701.58
Liquidation Proceeds 52,660.97
Realized Losses 152,215.33
Servicer Fees 877,983.17
Trustee Fees 8,670.68
Class A-1 Balance 107,118,063.67
Class A-2 Balance 59,700,000.00
Certificate Balance 12,300,000.00
Class A -1 Principal 25,881,936.33
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 2,722,122.56
Class A-2 Interest 1,426,763.67
Certificate Interest 337,020.00
30 Delinquent % 0.01
60 Delinquent % 0.00
90 Delinquent % 0.00
Foreclosure % NA
Harley-Davidson Eaglemark Motorcyle Trust 1999-3
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 171,234,646.12
Principal Collections 3,765,353.88
Interest Collections 1,228,878.07
Liquidation Proceeds 0.00
Realized Losses 0.00
Servicer Fees 106,203.14
Trustee Fees 1,312.50
Class A-1 Balance 108,234,646.12
Class A-2 Balance 52,500,000.00
Certificate Balance 10,500,000.00
Class A -1 Principal 3,765,353.88
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 541,831.11
Class A-2 Interest 267,458.33
Certificate Interest 60,515.00
30 Delinquent % 0.00
60 Delinquent % 0.00
90 Delinquent % 0.00
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, Harley-Davidson Credit Corp.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust -
1999-1
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.
HARLEY-DAVIDSON CREDIT CORP.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
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, Harley-Davidson Credit Corp.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust -
1999-2
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.
HARLEY-DAVIDSON CREDIT CORP.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
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, Harley-Davidson Credit Corp.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust -
1999-3
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.
HARLEY-DAVIDSON CREDIT CORP.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President
EXHIBIT 99.3 -- Report of the 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 Harley-Davidson Credit Corp.
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, 1999, 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
15, 1999.
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,
marine and recreational vehicle 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
2We agreed the cash flows from customer payments to bank
statements and other records provided by the Company for a
test month.
3We 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, Harley-Davidson Credit
Corp., and the parties named within the Servicing Agreements and should not
be used for any other purpose.
Ernst & Young
01/15/99
EXHITBIT A
Securitization Trusts as of December 31, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1999-3 - Sale and
Servicing Agreement dated November 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1999-2 - Sale and
Servicing Agreement dated July 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1999-1- Sale and
Servicing Agreement dated April 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1998-3 - Sale and
Servicing Agreement dated November 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-2 - Sale and
Servicing Agreement dated July 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-1- Sale and
Servicing Agreement dated April 1, 1998
Harley-Davidson Eaglemark Owner Trust 1997-3 - Sale and
Servicing Agreement dated October 1, 1997
Eaglemark Trust 1997-2 - Pooling and Servicing Agreement
dated July 1, 1997
Eaglemark Trust 1997-1 - Pooling and Servicing Agreement
dated April 1, 1997
Harley-Davidson Eaglemark Owner Trust 1996-3 - Sale and
Servicing Agreement dated October1, 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
Eaglemark Trust 1995-B - Pooling and Servicing Agreement
dated November 15, 1995
Eaglemark Trust 1995-A - Pooling and Servicing Agreement
dated September 7, 1995
(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 Harley-Davidson Credit Corp.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley-Davidson Credit Corp., Inc.(the Company), the Servicer of Harley-
Davidson Eaglemark Motorcycle Trust 1999-1 (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, 1999 (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 November 1999, we obtained from the
Company's financial management a copy of the Monthly Report dated December
15, 1999, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the October
Monthly Report dated November 15, 1999 (Prior Monthly Report) and the
September Monthly Report dated Ocotober 15, 1999 (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
1999 collection 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
November 1999 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 November
1999 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.
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(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.
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
03/07/00
Harley-Davidson Eaglemark Motorcycle Trust 1999-1
$127,000,000 5.25% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$56,300,000 5.52% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$11,700,000 6.71% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date December 15, 1999
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day
of the Due Period preceding the Due Period in which the
Payment Date Occurs, plus
54,256,543.3B
B. Prefunded Amount on such day referred to in 1.A above 0.00Z
Sum of 1.A and 1.B 154,256,543.3F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 149,306,747.8B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 149,306,747.8F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2 4,949,795.53R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,668,267.88B
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 prin amount of the Class A-1 Notes is 100.00%SSA
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) 4,949,795.53R(a)
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 4,949,795.53R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Ser 0.00Z
e. Note Monthly Principal Distributable Amount 4,949,795.53F
3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 5.25%SSA
2. Class A-2 Interest Rate 5.52%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 377,372.38R(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 258,980.00R(a)
5. Interest Carryover Shortfall for such Distribution Date 0.00Z
6. Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 636,352.38F
F. Calculation of Note Monthly Distributable Amou 5,586,147.91R(a)
plus E.6.)
F1. The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Principal on such Distributin date
81,306,747.84R(a)
F2. The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Principal on such Distribution Date
56,300,000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 11,700,000.00B
2. Available Principal 0.00Z
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin Amount of the Class A-2 Notes is 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 0.00R(a)
(b) Certificate Principal Carryover Shortfall for such Distribution Date
0.00Z
5. Certificate Principal Distributable Amount (the sum of 4. (a) and 4. (b))
0.00F
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 6.71%SSA
2(a).One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding 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 65,422.50R(a)
2(b).Certificate Interest Carryover Shortfall for such distribution date
0.00A1
3. Certificate Interest Distributable Amount (sum 2.(a) and 2.(b))
65,422.50F
I. Calculation of Certificate Distributable Amount (sum of G.5 and H.3)
65,422.50R(a)
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) 128,547.12R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period and
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
1,156.92R(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 4,624,765.55B
(ii) Interest & Fees 1,668,267.88B
b. All Net Liquidation Proceeds 120,273.99B
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 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 150,428.15B,C
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 0.00Z
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 0.00Z
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust A 46,718.77D,E
contemplated in Section 5.05 (b) (vii) of the 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.) 6,610,454.34F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing 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 143,907.56C
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 128,547.12C
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,156.92C
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 685,272.33C
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.) 958,883.93F
3. The Available Funds for such Distribution Date 5,651,570.41 R(a)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution Date
0.00Z
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. 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall, 145,718.34R(a)
N. Interest Earnings on the Reserve Fund 18,134.31D
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 0.00Z
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals therefrom on such Distr 3,856,413.58D
P. The Reserve Fund Requisite Amount for such distribution Date is
2.50 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period plus 720,000 initial deposit
set for the Certificate class, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) 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 a 3,856,413.58R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distributi 67.92%R(d)
2. The Class A-2 Note Factor before such Distributi 100.00%R(d)
3. The Certificate Class Pool Factor before such Di 100.00%R(d)
4. The Class A-1 Note Factor after such Distribut 64.02%R(d)
5. The Class A-2 Note Factor after such Distribut 100.00%R(d)
6. The Certificate Class Pool Factor after such D 100.00%R(d)
R. Delinquent Contracts
1. 31-59 Days 330 3,677,271.17R(c)
2. 60-89 Days 112 1,370,480.74R(c)
3. 90 or More Days 76 876,352.86R(c)
S. Liquidated Contracts
1. Total Liquidated Contracts 32 339,542.63B
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 120,273.99B
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 120,273.99F
6. Net Liquidation Losses for the Due Period 219,268.64B
T. Advances
1. Unreimbursed Advances Prior to Such Distributi 143,907.56A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 143,907.56A1
3. Amount of Delinquent Interest for such Distribution date
150,428.15B
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) 150,428.15B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
150,428.15F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Per 14,086.00B
2. Principal Balance of Contracts as of beginning of Due Period
154,256,543.3B
3. Number of Contracts as of end of Due Period 13,753.00B
4. Principal Balance of Contracts as end of Due Period 149,306,747.8B
5. Prefunded Amount as of Beginning of Due Period 0.00Z
6. Prefunded Amount as of End of Due Period 0.00Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00Z
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution Date
0.00Z
4. Interest Reserve Amount as of Upcoming Distribution date 0.00Z
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. 752,312.22B
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. 160,000,000.0B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient of A.
divided by B., expressed as a percentage). 0.47R(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) 2,246,833.60R(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. 1.46R(a)
C. The Delinquency Ratio for the prior Distribution Date 1.18A1
D. The Delinquency Ratio for the second prior Distribution Date 1.06A2
E. The Average Delinquency Ratio (the arithmetic average of B. through D.)
1.23R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 219,268.64B
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 1.71R(a)
C. The Loss Ratio for the prior Distribution Date. 2.03A1
D. The Loss Ratio for the second prior Distribution Date 1.07A2
E. The Average Loss Ratio (the arithmetic average 1.60R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect 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 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, 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. 1.23R(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
folowing the eighteen month period following the Closing Date
1.60R(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 afteer 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
0.47R(a)
Liquidated Contracts:
Principal Interest
B 19990300113000 Guevara 14,891.65 415.27
B 19990300154195 Cohen 9,053.23 437.17
B 323301994Ralfsnider 4,950.58 352.24
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
B 19990200069337 Wylde 18,182.29 0.00
B 19990200082222 Knox 14,042.90 0.00
B 19990300112903 Beauchamp 14,440.99 0.00
B 19990100038458 Heinrich 15,207.04 0.00
B 19990500220233 Shook 17,054.45 0.00
B 19990500226447 Luckow 7,759.70 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
B 19981200031450 Moore 8,364.88 383.87
B 19981200032789 Danielson 17,870.30 907.67
B 19981200035410 Ragsdale 15,679.85 1,160.87
B 19990200063272 Moss 18,326.34 1,304.43
B 19990200073718 Vasquez 6,862.28 762.93
B 19990200084426 Ellenburg 9,256.93 836.86
B 19990200090291 Lowell 9,174.18 500.06
B 19990200100412 Rose 10,328.47 680.02
B 19990300104968 Clark 9,719.93 838.54
B 19990300118498 Fuller 2,823.03 259.99
B 19990300119941 Lacomb 9,717.49 637.64
B 19990300138636 Amico 13,289.00 1,389.92
B 19990300155391 Manning 10,643.16 751.90
B 200061802 Morales 6,121.40 149.76
B 419094784 Vandenburg 3,230.83 142.03
B 633728787 Hayes 2,911.89 240.37
B 19990400173318 Schmeler 11,449.03 745.28
B 19990100053688 Farris 13,461.40 1,234.07
B 19990200091653 Anderson 3,969.93 260.04
B 19990300127720 Manduzio 4,663.19 528.33
B 19990300136242 Johnson 46.42 1.60
B 376380481 Deluca Jr 4,561.56 323.45
B 19990400184117 Mazochia 16,244.00 0.00
324,298.32 15,244.31
F F 339,542.6B
(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 Harley-Davidson Credit Corp.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley-Davidson Credit Corp. (the Company), the Servicer of
Harley-Davidson Eaglemark Motorcycle Trust 1999-2 (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, 1999 (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 November 1999, we obtained from the
Company's financial management a copy of the Monthly Report dated December
15, 1999, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the October
Monthly Report dated November 15, 1999 (Prior Monthly Report) and the
September Monthly Report dated October 15, 1999 (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
1999 collection 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
November 1999 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 November
1999 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.
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(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(x) Recomputed amout based on applicable amounts shown in the Company's
accounting records, noting the amount shown is overstated by $70.00. The
amount per the monthly report was $694,274.99, while the amount computed
from the Company's accounting records was $694,194.99.
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
03/07/00
Harley-Davidson Eaglemark Motorcycle Trust 1999-2
$133,000,000 5.84% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$59,700,000 6.28% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$12,300,000 7.20% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date December 15, 1999
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs, plus
184,117,468.0B
B. Prefunded Amount on such day referred to in A1 above 0.00Z
Sum of 1.A and 1.B 184,117,468.0F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 179,117,949.9B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 179,117,949.9F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 4,999,518.17R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,994,984.47B
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 reduced to zero
100.00%SSA
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) 4,999,518.17R(a)
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 4,999,518.17R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Servicing Agreement)
0.00Z
e. Note Monthly Principal Distributable Amount (the sum of items 3 (a),
3 (b) and 3 (c)) 4,999,518.17F
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 5.84%SSA
2. Class A-2 Interest Rate 6.28%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 Distribut 545,638.90R(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 312,430.00R(a)
5. Interest Carryover Shortfall for such Distribution Date 0.00Z
6. Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 858,068.90F
F. Calculation of Note Monthly Distributable Amount (sum of D.3 (e)
plus E.6.) 5,857,587.07R(a)
F1. The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Principal on such Distribution date
107,118,063.6R(a)
F2. The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Principal on such Distribtion date
59,700,000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 12,300,000.00B
2. Available Principal 0.00Z
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin Amount of the Class A-2 Notes is 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date on which
the Prin 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 0.00R(a)
(b) Certificate Principal Carryover Shortfall for such Distribution Date
0.00Z
5. Certificate Principal Distributable Amount (the sum of 4. (a) and 4. (b))
0.00F
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 7.20% SSA
2(a).One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding 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 73,800.00R(a)
2(b).Certificate Interest Carryover Shortfall for such distribution date
0.00A1
3. Certificate Interest Distributable Amount (sum of 2.(a)and 2.(b))
73,800.00F
I. Calculation of Certificate Distributable Amount (sum of G.5 and H.3)
73.800.00 R(a)
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) 153,431.22R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period and
Pre-Funded Amount as of the beginning of such Perio
however, in no event shall such fee be less than 200.00 per month)
1,380.88R(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 4,872,110.42B
(ii) Interest & Fees 1,994,984.47B
b. All Net Liquidation Proceeds 25,571.29B
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 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 149,668.89B,C
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 0.00Z
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 0.00Z
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 Sale and Servicing Agreement
41,392.62D,E
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 7,083,727.69F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing 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 127,610.68C
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 153,431.22C
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,380.88C
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 142,205.97C
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
424,628.75F
3. The Available Funds for such Distribution Date 6,659,098.94R(a)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution Date
0.00Z
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. 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall, to Trust Depositor
0.00R(a)
N. Interest Earnings on the Reserve Fund 10,526.93D
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 727,711.87R(a)
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals therefrom on such Distribution Date
4,602,936.70D
P. The Reserve Fund Amount for such distribution Date is
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,
in the event a Reserve Fund Trigger Event occurs with respect to a
Distribution Date and has not terminated for three (3) 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. 4,602,936.70R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distributi 84.30%R(d)
2. The Class A-2 Note Factor before such Distributi 100.00%R(d)
3. The Certificate Class Pool Factor before such Di 100.00%R(d)
4. The Class A-1 Note Factor after such Distribut 80.54%R(d)
5. The Class A-2 Note Factor after such Distribut 100.00%R(d)
6. The Certificate Class Pool Factor after such D 100.00%R(d)
R. Delinquent Contracts
1. 31-59 Days 327 3,928,137.41R(c)
2. 60-89 Days 102 1,212,195.20R(c)
3. 90 or More 58 694,264.99R(x)
S. Liquidated Contracts
1. Total Liquidated 13 134,376.91B
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 25,571.29B
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 25,571.29F
6. Net Liquidation Losses for the Due Period 108,805.62B
T. Advances
1. Unreimbursed Advances Prior to Such Distributi 127,610.68A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 127,610.68A1
3. Amount of Delinquent Interest for such Distribution date 149,668.89B
4. Amount of new Advances on such Distribution Date (if such amount is less
the amount of Delinquent Interest, attach the certificate required by Sec.
7.03 of the Sale and Servicing Agreement) 149,6668.89
than the amount of Delinquent Interest attach the Certificate required by
Section 8.03 of the Sale and Servicing Agreement 149,668.89B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
149,668.89F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Per 15,568.00B
2. Principal Balance of Contracts as of beginning of Due Period 184,117,468.0B
3. Number of Contracts as of end of Due Period 15,279.00B
4. Principal Balance of Contracts as of end of Due Period
179,117,949.9B
5. Prefunded Amount as of Beginning of Due Period 0.00Z
6. Prefunded Amount as of End of Due Period 0.00Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00Z
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution Date
0.00Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
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. 152,215.33B
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. 160,000,000.0B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient of A.
divided by B., expressed as a percentage). 0.10R(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 Du 1,906,460.19R(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. 1.04R(a)
C. The Delinquency Ratio for the prior Distribution Date 0.71A1
D. The Delinquency Ratio for the second prior Distribution Date 0.44A
2 The Average Delinquency Ratio (the arithmetic average of B. through D.)
0.73R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 108,805.62B
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 0.71R(a)
C. The Loss Ratio for the prior Distribution Date. 0.27A1
D. The Loss Ratio for the second prior Distributio 0.01A2
E. The Average Loss Ratio (the arithmetic average 0.33R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect 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 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, 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. 0.73R(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
folowing the eighteen month period following the Closing date 0.33R(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 afteer 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 0.10R(a)
Liquidated Contracts:
Principal Interest
B 724805007 Bittinger 13,958.07 1,203.91
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
B 19990500236719 Presher 11,269.89 0.00
B 19990600277308 Dean 6,791.53 0.00
B 19990600322690 Lindsey 16,926.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
B 19990300157248 Spivey 14,308.73 959.76
B 19981200030668 Myers 7,424.06 354.99
B 19990400190049 Berry 3,334.00 439.78
B 19990400139635 Odum 17,036.08 1,201.02
B 19990500256189 Carroll 1,969.00 421.33
B 19990600284808 Devisme 6,119.52 1,226.56
B 19990600296514 Laird 1,138.61 14.40
B 19990500242394 Williams 10,843.81 750.60
B 19990500242394 Darringer 15,188.01 1,497.25
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
126,307.31 8,069.60
F F
134,376.91B
(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 Harley-Davidson Credit Corp.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley-Davidson Credit Corp. (the Company), the Servicer of Harley-
Davidson Eaglemark Motorcycle Trust 1999-3 (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 November 1, 1999 (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 November 1999, we obtained from the
Company's financial management a copy of the Monthly Report dated December
15, 1999, which is attached as Exhibit A (Monthly Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
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 November
1999 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 November
1999 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.
G1 Compared the amount to a copy of the Harris Trust Department
November 1999 pre-funding account bank statement provided
by the Company's financial management and found such amount
to be in agreement.
G2 Compared the amount to a copy of the Harris Trust Department
November 1999 interest reserve account bank statement provided
by the Company's financial management and found such amount
to be in agreement.
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(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.
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
03/07/00
Harley-Davidson Eaglemark Motorcycle Trust 1999-3
$112,000,000 6.22%Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$52,500,000 6.55% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$10,500,000 7.41% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date 12/15/99
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due
Period preceding the Due Period in which the Payment Date 127,443,773.1B
B. Prefunded Amount on such day referred to i47,556,226.83G1
Sum of 1.A and 1.B 175,000,000.0F
2. A. Principal Balance of the Contracts as of the first day of the Due
Period in which the Payment Date occurs, plus 123,678,419.2B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 47,556,226.83G
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 171,234,646.1F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 3,765,353.88R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1,228,878.07B
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 prin amount of the Class A-1 Notes is reduced to zero 100.00%SSA
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) 3,765,353.88R(a)
3. Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 3,765,353.88R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00Z
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Servicing Agreement)
0.00Z
e. Note Monthly Principal Distributable Amount (the sum of items 3(a), 3(b)
and 3(c) 3,765,353.88F
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 6.22%SSA
2. Class A-2 Interest Rate 6.55%SSA
3. One-twelfth of the Class A-1 Interest Rate time the Class A
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excludi
fifteenth day of the month of the current Distribution Date 541,831.11R(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
year of 12 months and 30 days each (or from and including the Cl
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 267,458.33R(a)
5. Interest Carryover Shortfall for such Distribu 0.00Z
6. Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 809,289.44F
F. Calculation of Note Monthly Distributable Amount (sum of D.3 (e)
plus E.6.) 4,574,643.32
F1. The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Prin on such Distribution Date 108,234,646.1R(a)
F2. The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Prin on such Distribution Date 52,500,000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1. Certificate Balance 10,500,000.00B
2. Available Principal 0.00Z
3. Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin 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 Prin 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 0.00R(a)
(b) Certificate Principal Carryover Shortfall for such Distribution Date
0.00Z
5. Certificate Principal Distributable Amount (the sum of 4. (a) and 4. (b))
0.00F
H. Calculation of Certificate Interest Distributable Amount
1. Certificate Pass-Through Rate 7.41%SSA
2(a).One-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding 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 60,515.00R(a)
2(b).Certificate Interest Carryover Shortfall for such Distribution Date 0.00Z
3. Certificate Interest Distributable Amount (sum of 2.(a) and 2.b))60,515.00F
I. Calculation of Certificate Distributable Amount (sum of G.5 and H.3)
60,515.00R(a)
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) 106,203.14R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period
Pre-Funded Amount as of the beginning of such Period; provi
however, in no event shall such fee be less than 200.00 per month)
1,312.50R(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 3,765,208.06B
(ii) Interest & Fees 1,228,878.07B
b. All Net Liquidation Proceeds 0.00B
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
amd Servicing Agreement 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 33,050.08B, C
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 0.00Z
f. All amounts obtained from the Collateral Agent 0.00Z
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust Accounts
in Section 5.05 (b) (vii) of the Sale and Servicing Agreement 0.00D,E
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 5,027,136.21F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing 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 0.00C
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 106,203.14C
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1,312.50C
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 0.00Z
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.) 107,515.64F
3. The Available Funds for such Distribution Date 4,919,620.57R(a)
4. The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution Date 0.00Z
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. 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall, to trust Depositor 0.00Z
N. Interest Earnings on the Reserve Fund 0.00D
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 284,462.25R(a)
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals on such Distribution Date 921,681.12D
P. The Reserve Fund Requisite Amount for such distribution Date
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,
in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) 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. 4,375,000.00R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distribution Date 100.00%R(d)
2. The Class A-2 Note Factor before such Distribution Date 100.00%R(d)
3. The Certificate Class Pool Factor before such Distribution Date 100.00%R(d)
4. The Class A-1 Note Factor after such Distribution 96.64%R(d)
5. The Class A-2 Note Factor after such Distribution 100.00%R(d)
6. The Certificate Class Pool Factor after such Distribution 100.00%R(d)
R. Delinquent Contracts
1. 31-59 Days 128 1,300,849.20R(c)
2. 60-89 Days 3 28,617.43R(c)
3. 90 or More 0 0.00R(c)
S. Liquidated Contra 0
1. Total Liquidated Contracts 0.00Z
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 0.00Z
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 0.00Z
6. Net Liquidation Losses for the Due Period 0.00Z
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 0.00Z
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 0.00Z
3. Amount of Delinquent Interest for such Distribution Date 33,050.08B
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 33,050.08B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
33,050.08F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Per 10,731.00B
2. Principal Balance of Contracts as of beginning of Due Period 127,443,773.1B
3. Number of Contracts as of end of Due Period 10,571.00B
4. Principal Balance of Contracts as of end of Due Period 123,678,419.2B
5. Prefunded Amount as of Beginning of Due Period 47,556,226.83G
6. Prefunded Amount as of End of Due Period 47,556,226.83F
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00Z
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution Date 0.00Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
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. 0.00Z
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. 175,000,000.0B
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) 28,617.43B
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. 0.02%R(a)
C. The Delinquency Ratio for the prior Distribution Date 0.00%Z
D. The Delinquency Ratio for the second prior Distribution Date 0.00%Z
E. The Average Delinquency Ratio (the arithmetic average of B. through D.)
0.00%R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 0.00Z
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 0.00%Z
C. The Loss Ratio for the prior Distribution Date. 0.00%Z
D. The Loss Ratio for the second prior Distribution Date 0.00%Z
E. The Average Loss Ratio (the arithmetic average of B through D.)0.00%Z
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect 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 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, 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. 0.01%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
folowing the eighteen month period following the Closing Date 0.00%Z
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 afteer 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 0.00%Z
Liquidated Contracts:
Principal Interest
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00
0.00B,Z
