<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
------------- ------------------
COMMISSION FILE NUMBER - 333-25433-01
PNC STUDENT LOAN TRUST I
(Exact name of registrant as specified in its charter)
DELAWARE 36-4142114
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
C/O THE FIRST NATIONAL BANK OF CHICAGO, AS ELIGIBLE LENDER TRUSTEE
ONE FIRST NATIONAL PLAZA, SUITE 0216
CHICAGO, ILLINOIS 60670
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code - (312) 407-1892
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 Exchange 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. Yes X No
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ] NOT APPLICABLE
State the aggregate market value of the voting stock held by
non-affiliates of the registrant: NONE
No documents are incorporated by reference into this Form 10-K (except certain
exhibits included in Item 14).
<PAGE> 2
This Annual Report on Form 10-K for PNC Student Loan Trust I (the
"Trust") is filed in reliance upon certain no action letters issued by the
Office of the Chief Counsel, Division of Corporation Finance of the Securities
and Exchange Commission (the "Commission") relating to similar trusts stating
that the Commission will not object if the Trust files reports pursuant to
Section 13 and 15(d) of the Securities and Exchange Act of 1934 in the manner
described in a letter dated July 1, 1997 to the Commission on behalf of the
Trust. Accordingly, certain items have been omitted from or modified in this
Annual Report on Form 10-K.
PART I
ITEM 1. BUSINESS
Omitted.
ITEM 2. PROPERTIES
The property of the Trust includes a pool of guaranteed education loans
(the "Financed Student Loans") to students and parents of students acquired by
The First National Bank of Chicago as the Eligible Lender Trustee on behalf of
the Trust from PNC Bank, N.A. ("PNC Bank"), collections and other payments with
respect to the Financed Student Loans, monies on deposit in certain Trust
accounts, and all of the Trust's rights under swap agreements into which the
Trust entered. For more information regarding the property of the Trust, see (i)
the Administrator's Annual Statement of Compliance (attached hereto as Exhibit
99.1) provided by PNC Bank as the Administrator of the Trust pursuant to Section
4.8 of the Transfer and Servicing Agreement dated as of June 25, 1997, as
amended, among the Trust, PNC Bank, as Master Servicer and Administrator and The
First National Bank of Chicago, as Eligible Lender Trustee (the "Transfer and
Servicing Agreement"), and (ii) the Master Servicer's Annual Statement of
Compliance (attached hereto as Exhibit 99.2) provided by PNC Bank as the Master
Servicer of the Financed Student Loans owned by the Trust pursuant to Section
4.8 of the Transfer and Servicing Agreement.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving
the Trust or its property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
Except as provided below, no matters were submitted to either the
Certificateholders or the Noteholders for a vote or consent during the period
covered by this Annual Report. On June 25, 1997, the Certificateholders
unanimously consented to Amendment No. 1 dated as of June 25, 1997 to the Trust
Agreement dated as of March 27, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 1997, there were two beneficial and registered holders
of the Trust's Asset Backed Certificates: (i) PNC Bank and (ii) Amacar
Investments L.L.C. There is no established public market in which such
Certificates are traded.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
2
<PAGE> 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, the Trust's Asset Backed Certificates were
registered in the names of Amacar Investments L.L.C. and PNC Bank. Listed below
are further details, including the percentage ownership of such Certificates.
<TABLE>
<CAPTION>
Name and Address of Amount and nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- -------------------------- ------------------- -------------------- ----------------
<S> <C> <C> <C>
PNC Student Loan Amacar Investments
Trust I - Asset Backed L.L.C. $951.00 95.1%
Certificates 6707 Fairview Road Principal amount of
Suite D Certificates
Charlotte, NC 28210
PNC Bank, N. A. $49.00 4.9%
One PNC Plaza Principal amount of
249 Fifth Avenue Certificates
Pittsburgh, PA 15222-2707
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
3
<PAGE> 4
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Reports on Form 8-K
Current Reports on Form 8-K, reporting under Items 5 and 7,
were filed with the Commission on July 1, 1997, July 25, 1997, August 25, 1997,
September 25, 1997, October 27, 1997, November 25, 1997 and December 26, 1997.
Exhibits
The exhibits listed on the Exhibit Index on pages 5 and 6 of
this Form 10-K are filed herewith or are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
PNC Student Loan Trust I
(Registrant)
By: PNC Bank, National Association
(not in its individual capacity but
solely as Administrator)
By: /s/ Bryan W. Ridley
--------------------------
Bryan W. Ridley
Senior Vice President
Dated March 31, 1998
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders or Noteholders during the period
covered by this Annual Report on Form 10-K and the Registrant does not intend to
furnish such materials to Certificateholders or Noteholders subsequent to the
filing of this report.
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Indenture dated as of March 27, 1997, as amended as of June 25, 1997,
between the Trust and Bankers Trust Company as the Indenture Trustee,
incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K
dated June 20, 1997 at File No. 333-25433-01.
4.2 Second Terms Supplement to Indenture (including forms of Notes) dated
as of June 25, 1997, between the Trust and Bankers Trust Company as
the Indenture Trustee, incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K dated June 20, 1997 at File No.
333-25433-01.
4.3 Trust Agreement dated as of March 27, 1997, among PNC Bank, N.A., as
the Depositor, The First National Bank of Chicago as the Eligible
Lender Trustee and First Chicago Delaware, Inc., as the Delaware
Trustee, incorporated by reference to Exhibit 4.3 to Amendment No. 1
to Registration Statement on Form S-3 at File No. 333-25433-01.
4.4 Amendment No. 1 to Trust Agreement dated as of June 25, 1997,
incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K
dated June 20, 1997 at File No. 333-25433-01.
4.5 Transfer and Servicing Agreement dated as of June 25, 1997, among the
Trust, PNC Bank, N.A., as the Transferor, Master Servicer and
Administrator and the First National Bank of Chicago as the Eligible
Lender Trustee, incorporated by reference to Exhibit 4.5 to Current
Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01.
4.6 International Swap Dealers Association, Inc. Master Agreement and
Schedule thereto and Confirmations (re: Class A-3 Notes, Class A-4
Notes and Class A-6 Notes) between the Trust and Morgan Guaranty Trust
Company of New York as Swap Counterparty, incorporated by reference to
Exhibit 4.6 to Current Report on Form 8-K dated June 20, 1997 at File
No. 333-25433-01.
4.7 International Swap Dealers Association, Inc. Master Agreement and
Schedule thereto and Confirmations (re: Class A-2 Notes, Class A-5
Notes and Class A-7 Notes) between the Trust and Deutsche Bank AG New
York Branch as Swap Counterparty, incorporated by reference to Exhibit
4.7 to Current Report on Form 8-K dated June 20, 1997 at File No.
333-25433-01.
4.8 Guarantee Agreement with the California Student Aid Commission,
incorporated by reference to Exhibit 4.6 to Amendment No. 2 to
Registration Statement on Form S-3 at File No. 333-25433-01.
4.9 Guarantee Agreement with the Florida Department of Education,
incorporated by reference to Exhibit 4.7 to Amendment No. 2 to
Registration Statement on Form S-3 at File No. 333-25433-01.
4.10 Guarantee Agreement with the Georgia Higher Education Assistance
Corporation, incorporated by reference to Exhibit 4.8 to Amendment No.
2 to Registration Statement on Form S-3 at File No. 333-25433-01.
4.11 Guarantee Agreement with the Great Lakes Higher Education Corporation,
incorporated by reference to Exhibit 4.9 to Amendment No. 2 to
Registration Statement on Form S-3 at File No. 333-25433-01.
5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.12 Guarantee Agreement with the Illinois Student Assistance Commission,
incorporated by reference to Exhibit 4.10 to Amendment No. 2 to
Registration Statement on Form S-3 at File No. 333-25433-01.
4.13 Guarantee Agreement with the Kentucky Higher Education Assistance
Authority, incorporated by reference to Exhibit 4.11 to Amendment No.
2 to Registration Statement on Form S-3 at File No. 333-25433-01.
4.14 Guarantee Agreement with the Michigan Higher Education Assistance
Authority, incorporated by reference to Exhibit 4.12 to Amendment No.
2 to Registration Statement on Form S-3 at File No. 333-25433-01.
4.15 Guarantee Agreement with the New Jersey Higher Education Assistance
Authority, incorporated by reference to Exhibit 4.13 to Amendment No.
2 to Registration Statement on Form S-3 at File No. 333-25433-01.
4.16 Guarantee Agreement with the New Mexico Student Loan Guarantee
Corporation, incorporated by reference to Exhibit 4.14 to Amendment
No. 2 Registration Statement on Form S-3 at File No. 333-25433-01.
4.17 Guarantee Agreement with the Pennsylvania Higher Education Assistance
Agency, incorporated by reference to Exhibit 4.15 to Amendment No. 2
to Registration Statement on Form S-3 at File No. 333-25433-01.
4.18 Guarantee Agreement with the United Student Aid Funds, Inc.,
incorporated by reference to Exhibit 4.16 to Amendment No. 2 to
Registration Statement on Form S-3 at File No. 333-25433-01.
10.1 Administration Agreement dated as of March 27, 1997, among the Trust,
PNC Bank, N.A., as the Administrator, The First National Bank of
Chicago as the Eligible Lender Trustee and Bankers Trust Company as
the Indenture Trustee, incorporated by reference to Exhibit 99.1 to
Amendment No. 1 to Registration Statement on Form S-3 at File No.
333-25433-01.
99.1 Administrator's Annual Statement of Compliance, filed herewith.
99.2 Master Servicer's Annual Statement of Compliance, filed herewith.
99.3 Independent Accountant's Report, together with the Report of
Management, filed herewith.
99.4 Aggregated Report Information
6
<PAGE> 1
Exhibit 99.1
PNC BANK, NATIONAL ASSOCIATION
ADMINISTRATOR'S ANNUAL STATEMENT AS TO COMPLIANCE/OFFICER'S CERTIFICATE
PNC Bank, National Association, Bankers Trust Company,
as Transferor as Indenture Trustee
2600 Liberty Avenue, Suite 200 Four Albany Street
Pittsburgh, PA 15222 New York, NY 10006
Attention: Mr. John J. Peters Attention: Ms. Lillian Peros
The First National Bank of Chicago
as Eligible Lender Trustee
153 West 51st Street, 5th Floor
New York, NY 10019
Attention: Mr. Steven M. Husbands
Re: PNC Student Loan Trust - Transfer and Servicing Agreement dated as
of June 25, 1997, as amended by Transfer Agreement:
No. 1 dated August 27, 1997
No. 2 dated September 12, 1997
No. 3 dated September 24, 1997
No. 4 dated October 8, 1997
No. 5 dated October 23, 1997
No. 6 dated November 7, 1997
No. 7 dated November 24, 1997
No. 8 dated December 5, 1997
No. 9 dated December 29, 1997 and Amendment No. 1
and Transfer Agreement dated as of January 28, 1998 (as
amended, the "Agreement")/Administration Agreement dated as of
March 27, 1997, as amended by the Agreement (as amended, the
"Administration Agreement")
Ladies and Gentlemen:
Pursuant to Section 4.8 of the above-referenced Agreement, the undersigned
officer of PNC Bank, National Association, in its capacity as Administrator,
hereby certifies that:
1. A review of the activities of the Administrator during the period from the
Closing Date through December 31, 1997 and of its performance under the
Agreement and the Administration Agreement has been made under the undersigned
officer's supervision: and
2. To the best of the undersigned officer's knowledge, based on such review, the
Administrator has fulfilled in all material respects all of its obligations
under the Agreement and the Administration Agreement throughout the period from
the Closing Date through December 31, 1997.
Capitalized terms used in this certificate without definition have the meanings
ascribed to such terms in the Agreement.
Very truly yours,
PNC Bank, National Association,
as Administrator
By: /s/ JOHN J. PETERS
-----------------------
John J. Peters
Vice President
March 30, 1998
cc: Helen P. Pudlin
Senior Vice President and General Counsel
PNC Bank, National Association
One PNC Plaza
249 Fifth Avenue, 21st Floor
Pittsburgh, PA 15222
<PAGE> 1
Exhibit 99.2
PNC BANK, NATIONAL ASSOCIATION
MASTER SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE/OFFICER'S CERTIFICATE
PNC Bank, National Association, Bankers Trust Company,
as Transferor as Indenture Trustee
2600 Liberty Avenue, Suite 200 Four Albany Street
Pittsburgh, PA 15222 New York, NY 10006
Attention: Mr. John J. Peters Attention: Ms. Lillian Peros
The First National Bank of Chicago
as Eligible Lender Trustee
153 West 51st Street, 5th Floor
New York, NY 10019
Attention: Mr. Steven M. Husbands
Re: PNC Student Loan Trust - Transfer and Servicing Agreement dated as
of June 25, 1997, as amended by Transfer Agreement:
No. 1 dated August 27, 1997
No. 2 dated September 12, 1997
No. 3 dated September 24, 1997
No. 4 dated October 8, 1997
No. 5 dated October 23, 1997
No. 6 dated November 7, 1997
No. 7 dated November 24, 1997
No. 8 dated December 5, 1997
No. 9 dated December 29, 1997 and Amendment No. 1
and Transfer Agreement dated as of January 28, 1998 (as amended,
the "Agreement")
Ladies and Gentlemen:
Pursuant to Section 4.8 of the above-referenced Agreement, the undersigned
officer of PNC Bank, National Association, in its capacity as Master Servicer,
hereby certifies that:
1. A review of the activities of the Master Servicer during the period from the
Closing Date through December 31, 1997 and of its performance under the
Agreement has been made under the undersigned officer's supervision: and
2. To the best of the undersigned officer's knowledge, based on such review, the
Master Servicer has fulfilled in all material respects all of its obligations
under the Agreement throughout the period from the Closing Date through December
31, 1997.
Capitalized terms used in this certificate without definition have the meanings
ascribed to such terms in the Agreement.
Very truly yours,
PNC Bank, National Association,
as Master Servicer
By: /s/ JOHN J. PETERS
-----------------------
John J. Peters
Vice President
March 30, 1998
cc: Helen P. Pudlin
Senior Vice President and General Counsel
PNC Bank, National Association
One PNC Plaza
249 Fifth Avenue, 21st Floor
Pittsburgh, PA 15222
<PAGE> 1
Exhibit 99.3
Independent Accountants' Report
PNC Bank, National Association Bankers Trust Company
as Master Servicer and Administrator as Indenture Trustee
One PNC Plaza 4 Albany Street, 7th Floor
Pittsburgh, Pennsylvania 15222 New York, New York 10015
The First National Bank of Chicago
as Eligible Lender Trustee
One First National Plaza Suite 0126
Chicago, Illinois 60670
We have examined management's assertions, included in the accompanying report
titled Report of Management and the related attachment titled Management
Assertions--PNC Student Loan Trust I, related to PNC Bank, National
Association's ("PNC Bank") compliance with sections 3.3, 3.4, 4.1, 4.2, 4.3,
4.4, 4.6, 4.7, 5.2, 5.5, 5.6, 5.7, and 5.8 of the PNC Student Loan Trust I
Transfer and Servicing Agreement and sections 1(B), 1(D), 1(G), 1(U), 2, and 3
of the PNC Student Loan Trust I Administration Agreement (collectively, the
"Agreements"), as of December 31, 1997, and for the period from June 25, 1997
through December 31, 1997. Management is responsible for PNC Bank's compliance
with the aforementioned sections of the Agreements. Our responsibility is to
express an opinion on management's assertions about PNC Bank's compliance based
on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
examining, on a test basis, evidence about PNC Bank's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances, except that our examination assumed the accuracy of reports
prepared by PNC Bank's student loan servicers (defined by management as AFSA
Data Corporation, Pennsylvania Higher Education Assistance Agency, and USA Group
Loan Services, Inc.). We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination on
PNC Bank's compliance with the aforementioned sections of the Agreements.
In our opinion, assuming the accuracy of reports prepared by PNC Bank's student
loan servicers, management's assertions related to PNC Bank's compliance with
the aforementioned sections of the Agreements for the period from June 25, 1997
through December 31, 1997, are fairly stated, in all material respects.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 30, 1998
<PAGE> 2
March 30, 1998
Report of Management
We, as members of management of PNC Bank, National Association ("PNC Bank") as
Master Servicer and Administrator, are responsible for complying with sections
3.3, 3.4, 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 5.2, 5.5, 5.6, 5.7, and 5.8 of the PNC
Student Loan Trust I Transfer and Servicing Agreement dated as of June 25, 1997,
as amended, and sections 1(B), 1(D), 1(G), 1(U), 2, and 3 of the PNC Student
Loan Trust I Administration Agreement dated as of March 27, 1997, as amended
(collectively, the "Agreements"). We are also responsible for establishing and
maintaining effective internal control over compliance with these sections. We
have performed an evaluation of PNC Bank's compliance with the aforementioned
sections of the Agreements as of December 31, 1997, and for the period from June
25, 1997 through December 31, 1997. Based on this evaluation, with respect to
the sections referenced above and related to the period from June 25, 1997
through December 31, 1997, we make the assertions as set forth in the attached
Management Assertions--PNC Student Loan Trust I.
/s/ JOHN J. PETERS
--------------------------
John J. Peters
Vice President
/s/ TITO LIMA
--------------------------
Tito Lima
Vice President
<PAGE> 3
PNC BANK, NATIONAL ASSOCIATION ("PNC BANK" in its capacity as Master Servicer or
Administrator as the case may be)
Management Assertions--PNC Student Loan Trust I
TRANSFER AND SERVICING AGREEMENT, DATED AS OF JUNE 25, 1997, AS AMENDED BY
TRANSFER AGREEMENTS NO. 1 THROUGH 9, AND AMENDMENT NO. 1 AND TRANSFER AGREEMENT
DATED JANUARY 28, 1998 (THE "AGREEMENT")
DEFINITIONS
Except as otherwise provided herein, capitalized terms used herein are defined
in Appendix A to the Agreement.
SECTION 3.3 CUSTODY OF FINANCED STUDENT LOAN ("FSL") FILES
I. PNC Bank's designated Subcustodians/Servicers under the Agreement are AFSA
Data Corporation ("AFSA"), Pennsylvania Higher Education Assistance Agency
("PHEAA"), and USA Group Loan Services, Inc. ("USAG").
II. PNC Bank or a designated Subcustodian maintains the following with respect
to each FSL (such documents and records are referred to collectively as the
"FSL Files"):
A. the original fully executed copy of the note evidencing the FSL (which
may be included in the application) unless such note is in the custody
of a Guarantor;
B. the original loan application fully executed by the related borrower
(which may be included in the note evidencing a FSL); and
C. a complete repayment history, delinquency investigation documentation,
enrollment status changes, interest accruals for Department of
Education Form ED 799, average daily balances, and
deferment/forbearance forms (as applicable to the period from June 25,
1997 through December 31, 1997 (the "Servicing Period")).
SECTION 3.4 DUTIES OF PNC BANK AS CUSTODIAN
Safekeeping
I. PNC Bank or a designated Subcustodian:
A. holds the FSL Files for the benefit of the PNC Student Loan Trust I
(the "Trust"); and
B. maintains a complete repayment history, delinquency investigation
documentation, enrollment status changes, interest accruals for
Department of Education Form ED 799, average daily balances, and
deferment/forbearance forms (as applicable to the Servicing Period).
<PAGE> 4
Management Assertions--PNC Student Loan Trust I -2-
Maintenance of and Access to Records
I. PNC Bank has not received written notice that the location of the FSL Files
has changed since June 25, 1997.
II. Neither the Issuer or the Indenture Trustee nor their respective duly
authorized representatives, attorneys or auditors have requested from PNC
Bank a list of locations of the FSL Files or access to the FSL Files.
SECTION 4.1 DUTIES OF PNC BANK
I. PNC Bank's designated Servicer:
A. collects and posts all payments;
B. responds to inquiries of borrowers on such FSLs;
C. monitors borrowers' status;
D. makes required disclosures to borrowers;
E. investigates delinquencies;
F. sends bills or payment coupons to borrowers and otherwise establishes
repayment terms; and
G. accounts for collections.
II. PNC Bank has received no notices from Guarantors to the effect that its
failure to comply with laws or regulations has adversely affected the
eligibility of FSLs for Interest Subsidy Payments, Special Allowance
Payments or Guarantee Payments, except for rejected claims which have been
cured or are in the process of being cured or which are in the process of
being indemnified by the Servicer or PNC Bank.
III. PNC Bank has received monthly statements providing information related to
FSL account activity from the Servicer.
IV. PNC Bank or a designated Servicer has not:
A. permitted any rescission or cancellation of a FSL except as ordered by
a court of competent jurisdiction or governmental authority or as
otherwise consented to in writing by the Eligible Lender Trustee and
the Indenture Trustee, or in accordance with all applicable standards,
guidelines and requirements with respect to the servicing of the FSLs,
or for which full payment has been received;
B. permitted a reduction in the applicable interest rate on a FSL except
as otherwise provided in section 4.14 of the Agreement, or in
accordance with all applicable standards, guidelines and requirements
with respect to the servicing of the FSLs, or as otherwise provided by
the terms of the note;
<PAGE> 5
Management Assertions--PNC Student Loan Trust I -3-
C. rescheduled, revised, deferred or otherwise compromised with respect
to payments due on any FSL except pursuant to any applicable deferral
or forbearance periods or otherwise in accordance with all applicable
standards, guidelines and requirements with respect to the servicing
of the FSLs;
D. waived principal or interest amounts owing under a FSL greater than
$50.00 in accordance with the Agreement or in accordance with
applicable standards, guidelines and requirements of the Higher
Education Act or any Guarantee Agreement; or
E. agreed to any decrease in the principal amount payable with respect to
any FSL, except as otherwise permitted in the Agreement or in
accordance with applicable standards, guidelines and requirements of
the Higher Education Act or any Guarantee Agreement.
V. PNC Bank does not know of any actions requiring notification to the
Eligible Lender Trustee and the Indenture Trustee related to actions
required to be taken to maintain each Guarantee Agreement.
SECTION 4.2 COLLECTION OF FINANCED STUDENT LOANS
I. PNC Bank or a designated Servicer has made efforts to collect payments
called for under the terms and provisions of the FSLs.
II. PNC Bank or a designated Servicer has made efforts to claim, pursue and
collect Guarantee Payments from the Guarantors pursuant to the Guarantee
Agreements with respect to any of the FSLs as and when the same shall
become due and payable.
III. PNC Bank prepares and files with the Department of Education Form ED 799
with respect to Interest Subsidy Payments and Special Allowance Payments on
a timely basis.
IV. No trusts, other than the Trust, have been established by PNC Bank to
securitize student loans under the Department lender identification number
applicable to the Trust.
SECTION 4.3 REALIZATION UPON FINANCED STUDENT LOANS
I. PNC Bank or a designated Servicer has made efforts in its servicing of any
delinquent FSLs.
SECTION 4.4 NO IMPAIRMENT
I. PNC Bank does not know of any actions by PNC Bank or a designated Servicer
resulting in the impairment in any material respect of the rights of the
Trust, the Eligible Lender Trustee, the Indenture Trustee, the
Certificateholders or the Noteholders in FSLs or in any Guarantee
Agreement.
SECTION 4.6 SERVICING FEE
I. PNC Bank has received the Servicing Fee in the manner set forth in Section
5.5.
<PAGE> 6
Management Assertions--PNC Student Loan Trust I -4-
SECTION 4.7 ADMINISTRATOR'S CERTIFICATE
I. PNC Bank is in compliance with the information and Administrator's
Certificate delivery requirements as outlined in Section 4.7 of the
Agreement.
SECTION 5.2 COLLECTIONS
I. PNC Bank is not the Primary Servicer with respect to any of the FSLs.
II. During the period from August 1, 1997 through December 31, 1997, PNC Bank
or a designated Servicer remitted to the Collection Account, no less
frequently than weekly, all payments by or on behalf of the Obligors with
respect to the FSLs for which it is acting as Primary Servicer. During the
period from June 25, 1997 through July 31, 1997, PNC Bank or a designated
Servicer remitted to the Collection Account three payments related to FSLs
serviced by PHEAA, three payments related to FSLs serviced by USAG, and no
less frequently than weekly, payments related to FSLs serviced by AFSA,
representing all payments by or on behalf of the Obligors with respect to
the FSLs during the period.
SECTION 5.5 DISTRIBUTIONS
I. On each Distribution Date, PNC Bank provided written instructions to the
Indenture Trustee regarding the transfer of Available Funds on deposit in
the Collection Account to the Expense Account, Note Distribution Account,
and Certificate Distribution Account in accordance with Section 5.5 of the
Agreement.
II. On each Distribution Date, the Administrator's Certificate prepared by PNC
Bank, directed the Indenture Trustee to distribute amounts from the Expense
Account, Note Distribution Account, and Certificate Distribution Account
(in addition to any amounts transferred from the Reserve Account pursuant
to Section 5.6) in accordance with Section 5.5 of the Agreement.
III. On any Distribution Date following all distributions made on such
Distribution Date, the Outstanding Amount of the Class A Notes did not
exceed the sum of the Pool Balance at the end of the immediately preceding
Collection Period plus the aggregate balance on deposit in the Trust
Accounts on such Distribution Date following such distributions.
IV. An Event of Default as defined in Section 5.1(i) and 5.1(ii) of the
Indenture has not occurred with respect to payment of the Notes or the
Trust Swap Payments.
V. PNC Bank has not received any notice which would trigger an Event of
Default as defined in Section 5.1(iii)-(v) of the Indenture.
SECTION 5.6 RESERVE ACCOUNT
I. On the Closing Date, PNC Bank deposited the Reserve Account Initial
Deposit into the Reserve Account.
<PAGE> 7
Management Assertions--PNC Student Loan Trust I -5-
II. No amounts from the Reserve Account were paid to the Transferor.
III. On each Distribution Date, PNC Bank has not instructed the Indenture
Trustee to withdraw any funds from the Reserve Account below the then
applicable Specified Reserve Account Balance, except as set forth in
Section 5.6 of the Agreement.
SECTION 5.7 STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS
I. On each Determination Date preceding a Distribution Date, PNC Bank has
provided the Indenture Trustee with a copy to the Rating Agencies of
record, a statement containing all of the information required under
Section 5.7 of the Agreement.
SECTION 5.8 EXPENSE ACCOUNT
I. PNC Bank has instructed the Indenture Trustee to deposit funds into, and
withdraw funds from, the Expense Account as set forth in Sections 5.5 and
5.6 of the Agreement.
II. PNC Bank has not received any funds from the Trust which would be
considered additional servicing compensation as provided in Section 5.8 of
the Agreement.
ADMINISTRATION AGREEMENT DATED AS OF MARCH 27, 1997, AS AMENDED, BY
THE AGREEMENT
DEFINITIONS
Capitalized terms used herein shall have the meanings assigned to such terms in
Appendix A to the Indenture dated as of March 27, 1997, as amended.
SECTION 1 DUTIES OF ADMINISTRATOR
I. The Issuer has not defaulted on the payment of interest on any Class of
Notes and consequently PNC Bank has not needed to cause the fixing of any
specified record date or to provide notice of any special payment date.
II. PNC Bank has not been required to take any action with respect to Section
2.12 of the Indenture except as otherwise permitted by Section 11.1 of the
Indenture and the terms of the Basic Documents.
III. The Issuer has not authorized anyone other than the Indenture Trustee to
disburse funds.
IV. PNC Bank has provided Issuer Orders to the Indenture Trustee with respect
to the investment and reinvestment of funds in the Collection Account and
the Reserve Account in accordance with the Indenture. At December 31, 1997,
the funds in the Trust Accounts were invested in Eligible Investments.
<PAGE> 8
Management Assertions--PNC Student Loan Trust I -6-
SECTION 2 RECORDS
I. PNC Bank has maintained books of account and records related to the
services performed hereunder, which books of account and records are
accessible for inspection by the Issuer at any time during normal business
hours.
SECTION 3 COMPENSATION
I. PNC Bank has received a quarterly Administration Fee in an amount equal to
0.02% per annum of the outstanding principal amount of the Notes and
Certificates.
<PAGE> 1
EXHIBIT 99.4
PNC STUDENT LOAN TRUST I
AGGREGATED REPORT INFORMATION FOR THE PERIOD JULY, 1997 - DECEMBER, 1997
<TABLE>
<CAPTION>
ACTIVITY- PRINCIPAL PAYMENTS
- ----------------------------
BEGINNING PRINCIPAL PAID ENDING
PRINCIPAL OR DISTRIBUTED PRINCIPAL
BALANCE (7/97-12/97) BALANCE
-------------------------------------------------------------------
<S> <C> <C> <C>
Class A-1 Notes $90,000,000 $49,490,301 $40,509,699
Class A-2 Notes $107,000,000 $0 $107,000,000
Class A-3 Notes $107,000,000 $0 $107,000,000
Class A-4 Notes $102,000,000 $0 $102,000,000
Class A-5 Notes $94,000,000 $0 $94,000,000
Class A-6 Notes $72,500,000 $0 $72,500,000
Class A-7 Notes $121,000,000 $0 $121,000,000
Class A-8 Notes $175,000,000 $0 $175,000,000
Class A-9 Notes $125,450,000 $0 $125,450,000
Class B Notes $36,050,000 $0 $36,050,000
-------------------------------------------------------------------
Total $1,030,000,000 $49,490,301 $980,509,699
===================================================================
ACTIVITY- INTEREST PAYMENTS
- -----------------------------------
TOTAL
INTEREST PAID
--------------
Class A-1 Notes $1,965,069
Class A-2 Notes $2,189,220
Class A-3 Notes $2,251,993
Class A-4 Notes $2,191,640
Class A-5 Notes $2,046,067
Class A-6 Notes $1,588,233
Class A-7 Notes $2,713,627
Class A-8 Notes $3,474,439
Class A-9 Notes $2,520,923
Class B Notes $739,327
Certificates $25
------------
Total $21,680,563
============
AGGREGATE AMOUNT OF REALIZED LOSSES FOR
EACH COLLECTION PERIOD: $3,707
============
AMOUNT OF RECOVERIES - PRINCIPAL $0
============
AMOUNT OF RECOVERIES - INTEREST $0
============
AMOUNT OF DISTRIBUTIONS ATTRIBUTABLE TO AMOUNTS
IN THE RESERVE ACCOUNT: $116,795
============
AMOUNT OF OTHER WITHDRAWALS FROM THE RESERVE ACCOUNT:
The Trust reported withdrawals totaling $6,294,677, all of which were
credited back to the reserve during the same period.
AMOUNT OF PARITY PERCENTAGE PAYMENTS: $0
============
AGGREGATE PURCHASE AMOUNT PAID FOR FINANCED STUDENT
LOANS PURCHASED FROM THE TRUST: $132,376
============
AGGREGATE ISSUER CONSOLIDATION PAYMENTS: $2,601,382
============
Represents the net difference between loans leaving the Trust
($6,637,127), and loans transferred into the Trust ($9,238,509).
AGGREGATE ISSUER ADJUSTMENT PAYMENTS: $0
============
</TABLE>
