<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event report): November 23, 1999
GREENPOINT CREDIT, LLC
- ------------------------------------------------------------------------------
(exact name of registrant as specified in charter)
DELAWARE
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(state or other jurisdiction of incorporation)
333-80437
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(commission file number)
33-0862379
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(I.R.S. Employer Identification Number)
10089 Willow Creek Road
San Diego, California 92131
(619) 530-9394
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(address and telephone number of registrant's
principal executive offices)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF OPINION AND CONSENT OF COUNSEL AND CERTAIN COMPUTATIONAL
MATERIALS.*
In connection with the offering of GreenPoint Credit Manufactured
Housing Contract Trust Pass-Through Certificates, Series 1999-5 (the "Publicly
Offered Certificates"), Orrick, Herrington & Sutcliffe LLP ("Orrick") will
deliver its opinion relating to certain tax matters and which contains Orrick's
consent to use of their name in the Prospectus Supplement, dated November 23,
1999 (the "Prospectus Supplement," and together with the related Prospectus,
dated November 23, 1999, the "Prospectus"), of the Registrant relating to the
Publicly Offered Certificates and filed pursuant to Rule 424(b). The opinion of
Orrick is attached hereto as Exhibit 8.1.
Credit Suisse First Boston Corporation, as the lead underwriter of the
Publicly Offered Certificates, has prepared certain materials (the "External
Computational Materials") for distribution to potential investors in the
offering of the Publicly Offered Certificates. For purposes of this Form 8-K,
External Computational Materials shall mean computer generated materials of
charts displaying, with respect to the Publicly Offered Certificates, any of the
following: yield, average life, duration, expected maturity, interest rate
sensitivity, loss sensitivity, cash flow characteristics, background information
regarding the loans, the proposed structure, decrement tables, or similar
information (tabular or otherwise) of a statistical mathematical, tabular or
computational nature. Certain of the External Computational Materials prepared
by Credit Suisse First Boston Corporation are attached hereto as Exhibit 99.1.
*Terms used herein without definition shall have the meanings assigned to them
in the Prospectus.
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
99.1 External Computational Materials prepared by Credit Suisse First
Boston Corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREENPOINT CREDIT CORP.
By: /s/ Charles O. Ryan
----------------------
Name: Charles O. Ryan
Title: Vice President
Dated: November 23, 1999
San Diego, California
<PAGE>
EXHIBIT INDEX
Exhibit Numbers
- ---------------
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to
tax matters.
99.1 External Computational Materials prepared by Credit Suisse
First Boston Corporation.
<PAGE>
Exhibit 8.1
November 29, 1999
GreenPoint Credit, LLC
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-5
Ladies and Gentlemen:
We are serving as special tax counsel to GreenPoint Credit, LLC (the
"Registrant") in connection with the sale by the Registrant of the GreenPoint
Credit Manufactured Housing Contract Trust Pass-Through Certificates, Series
1999-5 Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class M-1A Certificates, Class
M-1B Certificates, Class M-2 Certificates, Class B Certificates and Class R
Certificates (collectively, the "Certificates"). For purposes of this opinion,
capitalized terms used but not defined herein have the meanings ascribed to them
in the Agreement (as defined below).
The Certificates will be issued on the Closing Date pursuant to a Pooling
and Servicing Agreement dated as of November 1, 1999 (the "Agreement") between
GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National
Association, as Trustee. The Certificates will represent undivided interests in
a trust fund (the "Trust Fund") consisting primarily of a pool of manufactured
housing installment sale contracts and installment loan agreements
(collectively, the "Contracts") which the Registrant will convey to the Trustee,
as trustee for the Trust Fund, on the Closing Date pursuant to the Agreement.
In connection with this opinion, we have examined and relied upon the
following documents:
1. the Agreement;
2. the registration statement on Form S-3 (No. 333-80437) filed by the
Registrant, relating to the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class M-
1A Certificates, Class M-1B Certificates, Class M-2 Certificates and Class B
Certificates (the "Registration Statement") as filed with the Securities and
Exchange Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Act"); and
3. the base prospectus and the prospectus supplement, in each case
relating to the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates,
<PAGE>
GreenPoint Credit, LLC
November 29, 1999
Page 2
Class A-5 Certificates, Class M-1A Certificates, Class M-1B Certificates, Class
M-2 Certificates and Class B Certificates (such base prospectus and prospectus
supplement being hereinafter collectively referred to as the "Prospectus").
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. In making our examination
of documents executed by entities other than the Registrant, we have assumed
that each other entity has the power and authority to execute and deliver, and
to perform and observe the provisions of such documents, and the due
authorization by each such entity of all requisite action and the due execution
and delivery of such documents by each such entity. To the extent we have
deemed necessary and proper, we have relied upon the representations and
warranties as to facts relating to the Registrant, the Contracts, and other
matters contained in the Agreement.
The opinions expressed herein are based upon current statutes, rules,
regulations, cases and official interpretive opinions, and cover certain items
that are not directly or definitively addressed by such authorities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The statements contained in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects, under
the assumptions stated therein and under applicable law as in effect on the date
of the Prospectus Supplement.
2. Assuming (i) the making of a valid election and (ii) compliance with
the Agreement, (a) the Trust Fund will be classified for federal income tax
purposes as a "real estate mortgage investment conduit" ("REMIC") within the
meaning of Section 860D of the Internal Revenue Code of 1986 (the "Code"), (b)
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class M-1A Certificates, Class
M-1B Certificates, Class M-2 Certificates and Class B Certificates will be
treated collectively as the "regular interests" in such REMIC for federal income
tax purposes and will be treated as debt instruments for purposes of chapter 1
of the Code (generally relating to the calculation of a Certificateholder's
federal income tax liability) (c) the Class R Certificate will be treated as the
single class of "residual interest" in such REMIC for federal income tax
purposes, and (d) the REMIC represented by the Trust Fund will not be subject to
federal income tax as a separate entity except for (i) the tax on "prohibited
transactions" imposed by section 860F of the Code, (ii) the tax on
"contributions after startup date" imposed by section 860G(d) of the Code and
(iii) the tax on "income from foreclosure property" imposed by section 860G(c)
of the Code.
<PAGE>
GreenPoint Credit, LLC
November 29, 1999
Page 3
We express no opinion herein except as to the matters set forth above.
This opinion is furnished to you solely for use in connection with the issuance
and sale of the Certificates. We hereby consent to the filing of this letter as
an exhibit to a Current Report on Form 8-K filed by you in connection with the
Trust Fund. In giving such consent, we do not admit and we hereby disclaim that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 99.1
SUBJECT TO REVISION
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REVISED SERIES TERM SHEET DATED NOVEMBER 19, 1999
- -------------------------------------------------
[LOGO OF GREENPOINT CREDIT]
$540,000,000
GreenPoint Credit, LLC
Seller and Servicer
Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-5
Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain aspects of the GreenPoint Credit, LLC Manufactured Housing
Contract Trust Pass-Through Certificates, Series 1999-5. The Series Term Sheet
has been prepared by GreenPoint Credit, LLC for informational purposes only and
is subject to modification or change. The information and assumptions contained
therein are preliminary and will be superseded by a prospectus supplement and by
any other additional information subsequently filed with the Securities and
Exchange Commission or incorporated by reference in the Registration Statement.
Neither Credit Suisse First Boston Corporation, Chase Securities Inc, First
Union Securities, Inc., Greenwich Capital Markets, Inc., Salomon Smith Barney
Inc. nor any of their respective affiliates makes any representation as to the
accuracy or completeness of any of the information set forth in the attached
Series Term Sheet. This cover sheet is not part of the Series Term Sheet.
A Registration Statement (including a base prospectus) relating to the Pass-
Through Certificates has been filed with the Securities and Exchange Commission.
The final Prospectus Supplement relating to the securities will be filed after
the securities have been priced and all of the terms and information are
finalized. This communication is not an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Interested persons
are referred to the final Prospectus and Prospectus Supplement to which the
securities relate. Any investment decision should be based only upon the
information in the final Prospectus and Prospectus Supplement as of their
publication dates.
Credit Suisse First Boston
Chase Securities Inc.
First Union Securities, Inc.
Greenwich Capital Markets, Inc.
Salomon Smith Barney
<PAGE>
<TABLE>
<S> <C>
SELLER/SERVICER: GreenPoint Credit, LLC ("GreenPoint")
TRUSTEE: Bank One, National Association
UNDERWRITERS: Credit Suisse First Boston Corporation (Lead), Chase Securities Inc., First Union
Securities, Inc., Greenwich Capital Markets, Inc., and Salomon Smith Barney Inc.
</TABLE>
OFFERED CERTIFICATES:
<TABLE>
<CAPTION>
Ratings Pass-Through WAL Exp Final Last Scheduled
Amount (Moody's/Fitch) Rate @ 200% MHP Maturity To Call Distribution Date
------ --------------- ------------ ---------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
A-1 $113,000,000 Aaa/AAA . % 1.09 12/01 4/11
A-2 112,000,000 Aaa/AAA . % 3.10 4/04 2/18
A-3 40,000,000 Aaa/AAA . % 5.09 10/05 8/20
A-4 132,000,000 Aaa/AAA . % 10.00 2/15 11/28
A-5 24,200,000 Aaa/AAA . %(1) 15.21 2/15 12/29
M-1 37,800,000 Aa2/AA . %(1) 9.38 2/15 12/29
M-2 37,800,000 A2/A . %(1) 9.38 2/15 12/29
B 43,200,000 Baa2/BBB . %(1) 9.38 2/15 12/29
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(1) The monthly Pass-Through Rate on the class is capped at the Available Funds Pass-Through Rate.
</TABLE>
<TABLE>
<S> <C>
CLASS A CERTFICIATES: Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates
CLASS M CERTFICIATES: Class M-1 and Class M-2 Certificates
CLASS B CERTFICIATES: Class B Certificates
OFFERED SUBORDINATED CERTIFICATES: Class M and Class B Certificates
OTHER CERTIFICATES: In addition to the Offered Certificates, the Class R Certificates will be issued. The
Class R Certificates will be retained by an affiliate of GreenPoint, and are fully
subordinated to the Class A, Class M and Class B Certificates.
STATISTICAL CUT-OFF DATE: October 31, 1999
EXP. PRICING: Week of November 15, 1999
EXP. SETTLEMENT: November 30, 1999
DISTRIBUTION DATE: The 15th day of each month (or if such 15th day is not a business day, the next
succeeding business day, each a "Distribution Date"), commencing on December 15,
1999.
RECORD DATE: For all the Offered Certificates, the last business day of the calendar month,
preceding a Distribution Date.
COLLECTION PERIOD: The "Collection Period" with respect to all Distribution Dates, is the period from
and including the 1st day of the calendar month immediately preceding such
Distribution Date, to and including the last day of the same calendar month.
ERISA: Fiduciaries of employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh plans,
and collective investment funds in which such plans, accounts, annuities or
arrangements are invested, that are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or corresponding provisions of the Code
(any of the foregoing, a "Plan"), persons acting on behalf of a Plan, or persons
using the assets of a Plan ("Plan Investors") should consult with their own counsel
to determine whether the purchase or holding of the Offered Certificates could give
rise to a transaction that is prohibited either under ERISA or the Code.
Because the Offered Subordinated Certificates are subordinated securities, they will
not satisfy the requirements of certain prohibited transaction exemptions. As a
result, the purchase or holding of any of the Offered
</TABLE>
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<TABLE>
<S> <C>
Subordinated Certificates by a Plan Investor may constitute a non-exempt prohibited
transaction or result in the imposition of excise taxes or civil penalties.
Accordingly, none of the Offered Subordinated Certificates are offered for sale, and
are not transferable, to a Plan Investor, unless such Plan Investor provides the
Seller and the Trustee with a Benefit Plan Opinion, or the circumstances described in
clause (ii) below are satisfied. Unless such Opinion is delivered, each person
acquiring an Offered Subordinated Certificate will be deemed to represent to the
Trustee, the Seller and the Servicer that either (i) such person is not a Plan
Investor subject to ERISA or Section 4975 of the Code, or (ii) such person is an
insurance company that is purchasing an Offered Subordinated Certificate with funds
from its "general account" and the provisions of Prohibited Transaction Class
Exemption 95-60 will apply to exempt the purchase, holding and resale of such
Certificate, and transactions in connection with the servicing, operation and
management of the Trust from the prohibited transaction rules of ERISA and the Code.
SMMEA: The Class A and Class M-1 Certificates are expected to constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984
("SMMEA").
The Class M-2 and Class B Certificates are not "mortgage related securities" for
purposes of SMMEA because such Certificates are not rated in one of the two highest
rating categories by a nationally recognized rating agency.
TAX STATUS: For federal income tax purposes, the Trust Estate will be treated as one or more real
estate mortgage investment conduits (each, a "REMIC"). The Class A, Class M and Class
B Certificates will constitute "regular interests" in a REMIC for federal income tax
purposes. The Class R Certificates will be treated as the sole class of "residual
interests" in each REMIC for federal income tax purposes.
OPTIONAL TERMINATION: The Servicer may exercise its right to repurchase all outstanding Contracts on or
after the date the aggregate principal balance of the outstanding Contracts is less
than 10% of the sum of the original principal balance of the Contracts.
EXPECTED PRICING SPEED: 200% MHP
STRUCTURE
CREDIT ENHANCEMENT: The credit enhancement is provided by subordinated classes and two Letters of Credit
issued by GreenPoint Bank and First Union National Bank.
The primary credit support for the Class A Certificates is the subordination of the
Class M, Class B, Class R Certificates and the Letters of Credit; for the Class M-1
Certificates is the subordination of the Class M-2, Class B, Class R Certificates and
the Letters of Credit; for the Class M-2 Certificates is the subordination of the
Class B, Class R Certificates and the Letters of Credit; and for the Class B
Certificates is the subordination of the Class R Certificates and the Letter of
Credit from GreenPoint Bank.
The Letter of Credit issued by GreenPoint Bank provides 12% of credit enhancement.
The Letter of Credit issued by First Union National Bank provides 6% of credit
enhancement. GreenPoint Bank is rated BBB and Baa2 by S&P and Moody's, respectively.
First Union National Bank is rated A+, Aa3 and AA- by S&P, Moody's and Fitch,
respectively.
</TABLE>
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<TABLE>
<S> <C>
LOSSES ON LIQUIDATED CONTRACTS: The losses on liquidated Contracts will be allocated in the following order of
priority:
(1) First, to the Letter of Credit provided by GreenPoint Bank;
(2) Second, to the Class B Certificates;
(3) Third, to the Letter of Credit provided by First Union National Bank;
(4) Fourth, to the Class M-2 Certificates; and
(5) Fifth, to the Class M-1 Certificates.
Class A Certificates will absorb losses pro rata after both Letters of Credit have
been reduced to zero and all Class M and Class B Certificates have been written down
to zero.
SERVICER ADVANCES: For any month, if the Servicer receives a payment on a Contract that is less than the
full scheduled payment or receives no payment, the Servicer will advance its own
funds to cover any shortfalls in payment of principal and interest due on the Offered
Certificates. However, advances will not exceed the delinquent Contract payments and
the Servicer will only make advances if it determines that such advances will be
recoverable from future payments or collections on that Contract.
DISTRIBUTIONS: The Amount Available on each Distribution Date will generally equal to (i) the sum of
(a) the Advance, if any, for such Distribution Date, (b) the amount on deposit in the
Certificate Account as of the close of business on the Deposit Date representing
collections received during such Due Period and (c) draws under either Letter of
Credit, if any, less (ii) the sum of (a) any repossession profits; (b) payments on
Contracts that have been repurchased by the Seller as a result of a breach of a
representation or warranty that are received during or after the month of repurchase;
(c) excess Contract payments and any payments not required to be distributed to the
related Certificateholders on the related Distribution Date; (d) reimbursements to
the Servicer in the amount of expenses incurred in connection with the liquidation of
any Contracts and certain taxes and insurance premiums advanced by the Servicer in
respect of the Manufactured Homes; (e) reimbursement to the Servicer for
Nonrecoverable Advances; and (f) 1/12 of the 1.00% servicing fee.
INTEREST: With respect to any Distribution Date and the Offered Certificates, the Interest
Period shall be the period from the first day of the calendar month preceding the
month of such Distribution Date through the last day of such calendar month.
The "Interest Distribution Amount" means, with respect to any Class of Certificates,
(i) interest accrued on such Class during the related Interest Period at the then
applicable Pass-Through Rate on the Certificate Principal Balance of such Class
immediately prior to that Distribution Date, plus (ii) any previously undistributed
shortfalls in interest due to the Certificateholders of that Class in respect of
prior Distribution Dates, plus, to the extent legally permissible, interest accrued
on any such shortfalls during the related Interest Period at the then applicable
Pass-Through Rate.
The "Available Funds Pass-Through Rate" for any Payment Date will be a rate per annum
equal to the weighted average of the Net Contract Rates on the then outstanding
Contracts. The Net Contract Rate on any Contract is equal to the then applicable
Contract Rate thereon, minus the Expense Fee Rate, which is equal to the sum of the
servicing fee rate and the trustee fee rate.
</TABLE>
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<TABLE>
<S> <C>
Each Class of the Offered Certificates will bear interest at a fixed Pass-Through
Rate calculated on a 30/360 basis.
PRINCIPAL:
After the Cross-over Date and so long as the Principal Distribution Tests are met,
generally, principal will be distributed pro rata among Class A, Class M-1, Class M-2
and Class B Certificates. Principal distributions to Class A Certificates will be
allocated sequentially based on the numerical order. Prior to the Cross-over Date or
on any Distribution Date as of which the Principal Distribution Tests are not met,
principal will be allocated solely to the Class A Certificates as long as the
aggregate Certificate Principal Balance of Class A Certificates has not been reduced
to zero.
Distributions will be made on each Distribution Date to holders of record on the
related Record Date. Distributions on a Class of Certificates will be allocated among
the Certificates of such Class in proportion to their respective percentage
interests.
The "Formula Principal Distribution Amount" in respect of a Distribution Date equals
the sum of (i) all scheduled payments of principal due on each outstanding Contract
during the Collection Period preceding the month in which the Distribution Date
occurs, (ii) the Scheduled Principal Balance of each Contract which, during the
Collection Period preceding the month of such Distribution Date, was purchased by
GreenPoint pursuant to the Pooling and Servicing Agreement on account of certain
breaches of its representations and warranties, (iii) all partial prepayments of
principal on the Contracts received during such preceding Collection Period, (iv) the
Scheduled Principal Balance of each Contract that was prepaid in full during such
preceding Collection Period, (v) the Scheduled Principal Balance of each Contract
that became a liquidated Contract during such preceding Collection Period, (vi) the
aggregate of all non-cash reductions in the Scheduled Principal Balance of the
Contracts during such proceeding Collection Period whether by bankruptcy or other
similar proceeding or other adjustment by the Servicer in the normal course of its
servicing activities, and (vii) any previously undistributed shortfalls in the
amounts in clauses (i) through (vi) in respect of the prior Distribution Dates (other
than any such shortfall with respect to which an Enhancement Payment has been made to
the Certificateholders).
</TABLE>
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<TABLE>
<S> <C>
PRIORITY OF DISTRIBUTIONS: On each Distribution Date the Available Distribution Amount will be distributed in
the following amounts and in the following order of priority:
(1) first, to each class of the Class A Certificates, the related Interest
Distribution Amount pro rata among the Class A Certificates for such Distribution
Date;
(2) second, to the Class M-1 Certificates, the related Interest Distribution Amount
for such Distribution Date;
(3) third, to the Class M-2 Certificates, the related Interest Distribution Amount
for such Distribution Date;
(4) fourth, to the Class A Certificates, the related Unpaid Principal Shortfall
Amount, if any, for such Distribution Date;
(5) fifth, to the Class A Certificates sequentially based on the numerical order, the
Class A Formula Principal Distribution Amount until the Certificate Principal Balance
of each such Class is reduced to zero;
(6) sixth, to the Class M-1 Certificates, (a) first, Liquidation Loss Interest Amount
to the Class M-1 Certificates, (b) second, Unpaid Liquidation Loss Interest Shortfall
for the Class M-1 Certificates, (c) third, Unpaid Certificate Principal Shortfall for
the Class M-1 Certificates and (d) fourth, Class M-1 Formula Principal Distribution
Amount until the Class M-1 Certificate Principal Balance is reduced to zero;
(7) seventh, to the Class M-2 Certificates, (a) first, Liquidation Loss Interest
Amount to the Class M-2 Certificates, (b) second, Unpaid Liquidation Loss Interest
Shortfall for the Class M-2 Certificates, (c) third, Unpaid Certificate Principal
Shortfall for the Class M-2 Certificates and (d) fourth, Class M-2 Formula Principal
Distribution Amount until the Class M-2 Certificate Principal Balance is reduced to
zero;
(8) eighth, to First Union National Bank as a Letter of Credit Provider, an amount
equal to any unreimbursed Draw Amounts on the related Letter of Credit and any fees
payable under the related reimbursement agreement;
(9) ninth, to the Class B Certificates, the related Interest Distribution Amount for
such Distribution Date;
(10) tenth, to the Class B Certificates, (a) first, Liquidation Loss Interest Amount
to the Class B Certificates, (b) second, Unpaid Liquidation Loss Interest Shortfall
for the Class B Certificates, (c) third, Unpaid Certificate Principal Shortfall for
the Class B Certificates and (d) fourth, Class B Formula Principal Distribution
Amount until the Class B Certificate Principal Balance is reduced to zero;
(11) eleventh, to GreenPoint Bank as a Letter of Credit Provider, an amount equal to
any unreimbursed Draw Amounts on the related Letter of Credit; and
(12) finally, any remainder to the Class R Certificates.
CROSS-OVER DATE: The later to occur of (a) the Distribution Date occurring in December 2003 or (b) the
first Distribution Date on which the percentage equivalent of a fraction (which shall
not be greater than 1) the numerator of which is the Adjusted Certificate Principal
Balance of the Subordinated Certificates for such Distribution Date plus the
principal balance of the Letter of Credit provided by First Union National Bank,
and
</TABLE>
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<TABLE>
<S> <C>
the denominator of which is the Pool Scheduled Principal Balance on such Distribution
Date, equals or exceeds 1.5 times the percentage equivalent of a fraction (which
shall not be greater than 1) the numerator of which is the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates plus the initial
principal balance of the Letter of Credit provided by First Union National Bank, and
the denominator of which is the Pool Scheduled Principal Balance on the Cut-off Date.
PRINCIPAL DISTRIBUTION TEST: The Sixty-Day Delinquency Ratio is less than or equal to [6.0]%, the Current Realized
Loss Ratio is less than or equal to [3.5]%; and the Cumulative Realized Losses are
less than or equal to the percentage of the Cut-off Date Pool Scheduled Principal
Balance set forth below:
[7]% December 2003 through November 2004,
[8]% December 2004 through November 2005,
[9]% December 2005 through November 2006,
[10]% December 2006 through May 2008, and
[11]% thereafter.
"Sixty-Day Delinquency Ratio" means, with respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate unpaid
principal balance of all Contracts that were delinquent 60 or more days as of the end
of the related Collection Period (including Contracts in respect of which the related
manufactured homes have been repossessed but are still in inventory), and the
denominator of which is the Pool Balance as of the end of such Collection Period.
"Current Realized Loss Ratio" means, with respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is aggregate of Realized
Losses as of such Distribution Date and each of the two immediately preceding
Distribution Dates, multiplied by four, and the denominator of which is the
arithmetic average of the Pool Balance as of the third preceding Distribution Date
and the Pool Balance as of such Distribution Date.
"Cumulative Realized Losses" means, with respect to any Distribution Date, the sum of
Realized Losses with respect to such Distribution Date and each preceding
Distribution Date.
THE CONTRACT POOL: On the Closing Date, the Trust expects to purchase a pool of fixed rate manufactured
housing contracts (the "Contracts") having an aggregate principal balance of
approximately $540,000,000.
The information concerning the Contracts presented below is based on a pool
originated through October 31, 1999.
</TABLE>
THE CONTRACT POOL
<TABLE>
<S> <C>
Number of MHCs: 12,279
Wgt. Avg. Contract Rate: 11.14%
Range of Rates: 6.75% - 17.00%
Wgt. Avg. Orig. Maturity: 308 mos.
Range of Orig. Maturity: 24-362 mos.
Wgt. Avg. Rem. Maturity: 307 mos.
Range of Rem. Maturity: 7-360 mos.
Avg. Rem Princ. Balance: $34,952.28
Wgt. Avg. LTV: 89.06%
New/Used: 79.4%/20.6%
</TABLE>
<PAGE>
GEOGRAPHIC DISTRIBUTION OF PROPERTY LOCATION OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool by Scheduled
State of Contracts Balance Outstanding Principal Balance
- ---------------------------- ------------ ------------------- ------------------
<S> <C> <C> <C>
Alabama 760 $ 26,605,569.74 6.20%
Arizona 324 10,984,992.53 2.56%
Arkansas 340 12,464,434.98 2.90%
California 166 4,844,726.35 1.13%
Colorado 224 7,918,443.05 1.85%
Delaware 37 1,126,606.14 0.26%
Florida 397 14,468,937.07 3.37%
Georgia 638 25,278,876.72 5.89%
Idaho 35 1,077,855.13 0.25%
Illinois 279 9,046,081.10 2.11%
Indiana 356 11,187,080.28 2.61%
Iowa 122 3,690,377.47 0.86%
Kansas 119 4,367,701.80 1.02%
Kentucky 640 20,222,063.30 4.71%
Louisiana 379 12,606,581.67 2.94%
Maine 40 1,184,955.45 0.28%
Maryland 54 1,688,232.11 0.39%
Massachusetts 1 31,974.37 0.01%
Michigan 496 19,086,035.25 4.45%
Minnesota 155 5,253,329.16 1.22%
Mississippi 369 13,133,867.40 3.06%
Missouri 334 11,143,168.02 2.60%
Montana 56 1,707,283.54 0.40%
Nebraska 73 2,361,292.81 0.55%
Nevada 72 2,404,857.29 0.56%
New Hampshire 29 1,044,510.87 0.24%
New Jersey 12 342,765.82 0.08%
New Mexico 187 6,789,762.94 1.58%
New York 215 7,490,964.69 1.75%
North Carolina 746 26,819,791.69 6.25%
North Dakota 41 1,146,798.14 0.27%
Ohio 425 13,787,888.76 3.21%
Oklahoma 328 11,709,252.63 2.73%
Oregon 138 4,554,702.93 1.06%
Pennsylvania 368 11,489,721.95 2.68%
South Carolina 315 10,778,090.90 2.51%
South Dakota 87 3,009,674.71 0.70%
Tennessee 376 12,004,138.00 2.80%
Texas 1,536 62,156,161.76 14.48%
Utah 14 526,477.94 0.12%
Vermont 47 1,705,773.02 0.40%
Virginia 258 8,067,571.89 1.88%
Washington 140 5,323,050.22 1.24%
West Virginia 357 10,829,324.67 2.52%
Wisconsin 119 3,150,295.94 0.73%
Wyoming 75 2,567,035.09 0.60%
----- --------------- ------
Total 2,279 $429,179,077.29 100.00%
</TABLE>
<PAGE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Original Contract Number of Scheduled Principal by Scheduled
Amount (in Dollars)(1) Contracts Balance Outstanding Principal Balance
- ---------------------------- --------- ------------------- -------------------
<S> <C> <C> <C>
Less than $5,001 11 $ 47,098.59 0.01%
$5,001 - $7,500 115 736,863.27 0.17%
$7,501 - $10,000 296 2,592,007.11 0.60%
$10,001 - $12,500 389 4,382,272.00 1.02%
$12,501 - $15,000 435 5,960,048.19 1.39%
$15,001 - $17,500 480 7,778,285.81 1.81%
$17,501 - $20,000 439 8,180,879.20 1.91%
$20,001 - $22,500 516 10,936,699.74 2.55%
$22,501 - $25,000 625 14,835,353.49 3.46%
$25,001 - $27,500 749 19,637,675.48 4.58%
$27,501 - $30,000 814 23,396,073.61 5.45%
$30,001 - $32,500 841 26,222,591.72 6.11%
$32,501 - $35,000 857 28,907,990.73 6.74%
$35,001 - $40,000 1,565 58,569,690.05 13.65%
$40,001 - $45,000 1,186 50,246,778.67 11.71%
$45,001 - $50,000 876 41,504,895.03 9.67%
$50,001 - $55,000 710 37,202,949.22 8.67%
$55,001 - $60,000 533 30,541,455.67 7.12%
$60,001 - $65,000 341 21,279,196.81 4.96%
$65,001 - $70,000 248 16,647,328.40 3.88%
$70,001 - $75,000 117 8,481,055.08 1.98%
$75,001 - $80,000 79 6,093,463.58 1.42%
$80,001 - $85,000 22 1,721,289.37 0.40%
Greater than $85,000 35 3,277,136.47 0.76%
------ --------------- ------
Total (1) 12,279 $429,179,077.29 100.00%
</TABLE>
- --------------
(1) The largest original Contract amount is $144,300.00. The Scheduled Balance
of this Contract represents 0.03% of the Pool Scheduled Principal Balance.
<PAGE>
CONTRACT RATES OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Scheduled Principal by Scheduled
Contract Rate Contracts Balance Outstanding Principal Balance
- ------------- --------- ------------------- -------------------
<S> <C> <C> <C>
6.75% - 6.99% 4 $ 129,085.45 0.03%
7.00% - 7.24% 10 359,763.80 0.08%
7.25% - 7.49% 7 252,813.33 0.06%
7.50% - 7.74% 66 2,609,517.50 0.61%
7.75% - 7.99% 39 1,497,046.57 0.35%
8.00% - 8.24% 52 2,275,570.43 0.53%
8.25% - 8.49% 79 3,212,867.41 0.75%
8.50% - 8.74% 178 7,284,011.43 1.70%
8.75% - 8.99% 203 9,852,115.46 2.30%
9.00% - 9.24% 155 7,475,191.12 1.74%
9.25% - 9.49% 688 35,438,113.25 8.26%
9.50% - 9.74% 478 22,514,366.29 5.25%
9.75% - 9.99% 768 37,800,303.61 8.81%
10.00% - 10.24% 667 27,939,894.87 6.51%
10.25% - 10.49% 558 21,312,704.64 4.97%
10.50% - 10.74% 349 12,948,193.36 3.02%
10.75% - 10.99% 461 17,464,733.42 4.07%
11.00% - 11.24% 734 26,744,069.50 6.23%
11.25% - 11.49% 537 21,881,048.71 5.10%
11.50% - 11.74% 281 10,446,333.82 2.43%
11.75% - 11.99% 403 15,718,776.32 3.66%
12.00% - 12.24% 670 22,532,811.38 5.25%
12.25% - 12.49% 431 14,918,272.00 3.48%
12.50% - 12.74% 318 9,860,421.17 2.30%
12.75% - 12.99% 362 11,005,177.36 2.56%
13.00% - 13.24% 666 19,070,077.86 4.44%
13.25% - 13.49% 357 11,076,576.25 2.58%
13.50% - 13.74% 391 8,513,285.20 1.98%
13.75% - 13.99% 370 8,875,290.17 2.07%
14.00% - 14.24% 450 9,330,149.03 2.17%
14.25% - 14.49% 279 6,680,556.45 1.56%
14.50% - 14.74% 267 4,674,913.04 1.09%
14.75% - 14.99% 442 7,625,089.86 1.78%
15.00% - 15.24% 212 4,028,031.42 0.94%
15.25% - 15.49% 36 706,798.79 0.16%
15.50% - 15.74% 39 567,477.69 0.13%
15.75% - 15.99% 105 1,706,150.54 0.40%
16.00% - 16.24% 138 2,311,455.08 0.54%
Greater than or equal to 16.25% 29 540,023.71 0.13%
------ --------------- ------
Total 12,279 $429,179,077.29 100.00%
</TABLE>
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Scheduled Principal by Scheduled
Loan-to-Value Ratio (1) Contracts Balance Outstanding Principal Balance
- ----------------------- --------- ------------------- -------------------
<S> <C> <C> <C>
Less than or equal to 50.49% 104 $ 1,523,666.86 0.36%
50.50% - 60.49% 100 2,340,625.37 0.55%
60.50% - 70.49% 189 4,270,841.65 1.00%
70.50% - 80.49% 1,046 28,706,264.79 6.69%
80.50% - 85.49% 919 33,781,769.78 7.87%
85.50% - 90.49% 4,630 155,727,245.41 36.28%
90.50% - 95.49% 5,042 195,043,162.38 45.45%
95.50% - 99.90% 249 7,785,501.05 1.81%
------ --------------- ------
Total (1) 12,279 $429,179,077.29 100.00%
- ----------------
(1) Rounded to the nearest 1%.
</TABLE>
REMAINING MONTHS TO MATURITY OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Scheduled Principal by Scheduled
Months Remaining Contracts Balance Outstanding Principal Balance
- ---------------- --------- ------------------- -------------------
<S> <C> <C> <C>
1 - 30 6 $ 23,668.48 0.01%
31 - 60 138 1,461,120.22 0.34%
61 - 90 182 2,144,337.71 0.50%
91 - 120 625 8,927,474.93 2.08%
121 - 150 199 2,531,981.44 0.59%
151 - 180 1,637 32,078,445.98 7.47%
181 - 210 8 212,041.70 0.05%
211 - 240 2,647 80,410,563.29 18.74%
241 - 270 3 101,697.50 0.02%
271 - 300 1,300 49,955,498.24 11.64%
301 - 360 5,534 251,332,247.80 58.56%
------ --------------- ------
Total 12,279 $429,179,077.29 100.00%
</TABLE>
YEARS OF ORIGINATION OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number of Scheduled Principal Pool by Scheduled
Year of Origination Contracts Balance Outstanding Principal Balance
------------------- --------- ------------------- -----------------
<S> <C> <C> <C>
1998 1 49,902.48 0.01%
1999 12,278 429,129,174.81 99.99%
------ --------------- ------
Total 12,279 $429,179,077.29 100.00%
</TABLE>
<PAGE>
MHP Prepayment Sensitivities
<TABLE>
<CAPTION>
0% MHP 150% MHP 175% MHP
------ -------- --------
WAL Maturity WAL Maturity WAL Maturity
<S> <C> <C> <C> <C> <C> <C>
To Call
Class A-1 6.66 4/11 1.36 7/02 1.21 3/02
Class A-2 14.64 2/18 4.03 11/05 3.50 1/05
Class A-3 19.41 8/20 6.92 11/07 5.95 10/06
Class A-4 25.10 4/28 12.74 3/18 11.30 8/16
Class A-5 28.38 4/28 18.29 3/18 16.71 8/16
Class M-1 22.95 4/28 10.91 3/18 10.04 8/16
Class M-2 22.95 4/28 10.91 3/18 10.04 8/16
Class B 22.95 4/28 10.91 3/18 10.04 8/16
To Maturity
Class A-1 6.66 4/11 1.36 7/02 1.21 3/02
Class A-2 14.64 2/18 4.03 11/05 3.50 1/05
Class A-3 19.41 8/20 6.92 11/07 5.95 10/06
Class A-4 25.12 11/28 12.83 5/20 11.38 8/18
Class A-5 29.48 12/29 24.35 12/29 22.78 12/29
Class M-1 23.07 12/29 11.57 12/29 10.73 12/29
Class M-2 23.07 12/29 11.57 12/29 10.73 12/29
Class B 23.07 12/29 11.57 12/29 10.73 12/29
200% MHP 250% MHP 275% MHP
-------- -------- --------
WAL Maturity WAL Maturity WAL Maturity
To Call
Class A-1 1.09 12/01 0.91 8/01 0.85 7/01
Class A-2 3.10 4/04 2.57 5/03 2.38 2/03
Class A-3 5.09 10/05 3.88 4/04 3.54 10/03
Class A-4 10.00 2/15 7.91 9/12 7.05 9/11
Class A-5 15.21 2/15 12.79 9/12 11.79 9/11
Class M-1 9.38 2/15 8.35 9/12 7.93 9/11
Class M-2 9.38 2/15 8.35 9/12 7.93 9/11
Class B 9.38 2/15 8.35 9/12 7.93 9/11
To Maturity
Class A-1 1.09 12/01 0.91 8/01 0.85 7/01
Class A-2 3.10 4/04 2.57 5/03 2.38 2/03
Class A-3 5.09 10/05 3.88 4/04 3.54 10/03
Class A-4 10.07 12/16 7.95 12/13 7.08 9/12
Class A-5 21.21 12/29 18.19 12/29 16.80 12/29
Class M-1 10.13 12/29 9.15 12/29 8.75 12/29
Class M-2 10.13 12/29 9.15 12/29 8.75 12/29
Class B 10.13 12/29 9.15 12/29 8.75 12/29
</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no
circumstances shall the information presented constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. The securities may not be sold nor may an offer to buy be
accepted prior to the delivery of a final prospectus relating to the securities.
The above preliminary description of the underlying assets has been provided by
the issuer and has not been independently verified by Credit Suisse First
Boston. All information described above is preliminary, limited in nature and
subject to completion or amendment. Credit Suisse First Boston makes no
representations that the above referenced security will actually perform as
described in any scenario presented.
