<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 reported): December 5, 1997
GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-08916 41-1807858
- ---------------------------- ------------------------ -------------------
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 293-3400
--------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<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 Accounting.
- ------- ---------------------------------------------
Not applicable
ITEM 5. Other Events.
- ------- ------------
Not applicable.
ITEM 6. Resignations of Registrant's Directors.
- ------- --------------------------------------
Not applicable
ITEM 7. Financial Statements and Exhibits.
- ------- ---------------------------------
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
2
<PAGE>
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond
with Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
99.1 Term Sheet dated December 3, 1997,
distributed in connection with $567,923,639
Recreational, Equipment and Consumer Trust
1997-D, issued by Green Tree Financial
Corporation, as Seller and Servicer.
99.2 Term Sheet dated December 4, 1997,
distributed in connection with $567,923,639
Recreational, Equipment and Consumer Trust
1997-D, issued by Green Tree Financial
Corporation, as Seller and Servicer.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 5, 1997 GREEN TREE FINANCIAL CORPORATION
By: /s/ Scott T. Young
_____________________________
Scott T. Young
Vice President and Controller
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
-------
Number Page
------ ----
99.1 Term Sheet dated December 3, 1997,
distributed in connection with $567,923,639
Recreational, Equipment and Consumer Trust 1997-D,
issued by Green Tree Financial Corporation, as
Seller and Servicer.
99.2 Term Sheet dated December 4, 1997,
distributed in connection with $567,923,639
Recreational, Equipment and Consumer Trust 1997-D,
issued by Green Tree Financial Corporation, as
Seller and Servicer
4
<PAGE>
Exhibit 99.1
TERM SHEET DATED DECEMBER 3, 1997
Green Tree Financial Corporation
Green Tree Recreational, Equipment and Consumer Trust 1997-D
$567,923,639 (Approximate)
Subject to Revision
SELLER/SERVICER: Green Tree Financial Corporation ("Green Tree").
UNDERWRITERS: Merrill Lynch & Co. (Sole).
EXP. PRICING: December 5, 1997.
EXP. SETTLEMENT: December 15, 1997.
LEGAL FINAL: Distribution Date occurring in March, 2029.
<TABLE>
<CAPTION>
Rating WAL Pmt.
(S&P/ to Window Credit
Class Amount Fitch) CALL (to call) Enhancement
- -------------- ------------- --------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C>
A-1:HE/HI
Fixed Rate 20.25% +
Notes: $167,923,639 AAA/AAA 3.47 1-84 Excess + RF
A-1 Floating 20.25% +
Rate Notes: $284,990,000 AAA/AAA 2.15 1-80 Excess + RF
A-2 Fixed 12.00% +
Rate Notes: $ 46,850,000 AA/AA 2.15 1-80 Excess + RF
A-3 Fixed 8.00% +
Rate Notes: $ 22,720,000 A/A 2.15 1-80 Excess + RF
A-4 Fixed 5.00% +
Rate Notes: $ 17,040,000 BBB/BBB 2.15 1-80 Excess + RF
Fixed Rate
Certificates: $ 28,400,000 BBB+/[A]* 7.00 84-84 Excess
</TABLE>
*Fitch B-2 rating subject to confirmation
INDENTURE
TRUSTEE: U.S. Bank National Association, St. Paul, Minnesota.
OWNER TRUSTEE: Wilmington Trust Company, Wilmington, Delaware.
DISTRIBUTION
DATE: The 15th day of each month (or if such 15th day is not a
business day, the next succeeding business day), commencing
on January 15, 1998.
Merrill Lynch
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CUTOFF DATE: (i) November 30, 1997 (or the date of origination if later)
for each Consumer Product Contract other than a Subsequent
Contract, (ii) the date when purchased by the Trust for each
Consumer Product Contract that is a Subsequent Contract and
(iii) October 31, 1997 for each Home Equity Contract and each
Home Improvement Contract.
ERISA: If the Notes are considered to be indebtedness without
substantial equity features under a regulation issued by the
U.S. Department of Labor, the acquisition or holding of Notes
by or on behalf of a Benefit Plan will not cause the assets of
the Trust to become plan assets, thereby generally preventing
the application of certain prohibited transaction rules of
ERISA and the Internal Revenue Code of 1986, each as amended,
that otherwise would possibly be applicable. Green Tree
believes that the Notes should be treated as indebtedness
without substantial equity features for purposes of such
regulation.
The Certificates may not be acquired by, or on behalf of, any
employee benefit plan, individual retirement account or Keogh
Plan subject to either Title I of ERISA or the Internal
Revenue Code of 1986, each as amended.
TAX STATUS: For federal and Minnesota income tax purposes, the Notes will
be characterized as debt, and the Trust will not be
characterized as an association (or a publicly traded
partnership) taxable as a corporation. Each Noteholder, by the
acceptance of a Note, will agree to treat the Notes as debt.
Each Certificateholder, by the acceptance of a Certificate,
will agree to treat the Trust as a partnership in which the
Certificateholders are partners for federal income tax
purposes. Alternative characterizations of the Trust and the
Certificates are possible, but would not result in materially
adverse tax consequences to Certificateholders.
OPTIONAL
REDEMPTION/
PREPAYMENT: If Green Tree or the Servicer exercises its option to purchase
the Contracts, which, subject to certain provisions in the
Sale and Servicing Agreement, can occur after the Pool
Scheduled Principal Balance declines to 10% or less of the
Cutoff Date Pool Principal Balance, the Noteholders and/or the
Certificateholders will receive an amount equal to
Merrill Lynch 2
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
the unpaid principal amount of the Notes and/or the
Certificates, together with accrued interest thereon.
CONTRACTS: The Contract Pool will include, among other things, a pool of
retail installment sales contracts and promissory notes for
the purchase of a variety of consumer products and equipment
("Consumer Product Contracts"), retail installment sales
contracts and promissory notes financing home improvements
("Home Improvement Contracts"), and closed-end home equity
loans ("Home Equity Contracts"). Consumer Product Contracts,
Home Improvement Contracts and Home Equity Contracts are
collectively referred to as "Contracts.".
On the Closing Date, the Trust expects to purchase (i)
Contracts having an aggregate principal balance of
approximately $410,689,840 as of the Cutoff Date (the "Initial
Contracts") and (ii) additional Consumer Product Contracts
(the "Additional Contracts"). In addition, an amount will be
deposited into an account (the "Pre-Funding Account") which
the Trust intends to apply to purchase additional Consumer
Product Contracts on or prior to March 1, 1998 (the
"Subsequent Contracts") for inclusion in the Contract Pool.
The Subsequent Contracts will represent less than 25% of the
aggregate Contract Pool.
The information presented below relates to the Initial
Contracts. Although the characteristics of the final Contract
Pool will differ from the characteristics of the Initial
Contracts shown below, Green Tree does not expect that the
characteristics of the Additional Contracts and Subsequent
Contracts sold to the Trust will vary materially from the
information concerning the Initial Consumer Product Contracts
herein.
Merrill Lynch 3
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL CONTRACT POOL
---------------------
<TABLE>
<CAPTION>
% of Cutoff
% of Scheduled Date
# of Contract Principal Principal
Asset type Contracts Pool Balance Balance
- ---------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Aircraft 244 1.21% $ 29,630,002 7.21%
Horse Trailers 1,077 5.34% 11,416,187 2.78%
Keyboard Instruments 457 2.27% 5,629,568 1.37%
Marine Products 1,209 5.99% 21,287,404 5.18%
Motorcycles 2,918 14.47% 27,435,441 6.68%
Recreational Vehicles 2,078 10.30% 54,711,367 13.32%
Sport Vehicles 2,137 10.59% 9,952,514 2.42%
Trucks 1,112 5.51% 82,703,717 20.14%
Home Improvement 2,614 12.96% $ 13,592,555 3.31%
(unsecured)
Home Improvement 2,202 10.92% $ 58,810,356 14.32%
(secured)
Home Equity 4,122 20.44% $ 95,520,729 23.26%
------ ------ ------------ ------
Total 20,170 100.00% $410,689,840 100.00%
====== ====== ============ ======
</TABLE>
<TABLE>
<CAPTION>
Wtd.
Wtd. Average Wtd. Wtd.
Average Average Original Average Average
Principal Contract Scheduled Remaining LTV
Asset Type Balance Rate Term Term Ratio
- ---------- ---------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Aircraft $121,434 9.61% 149 148 86%
Horse Trailers $ 10,600 10.91% 119 118 84%
Keyboard $ 12,319 10.68% 98 97 85%
Instruments
Marine Products $ 17,607 10.22% 148 148 84%
Motorcycles $ 9,402 12.66% 67 66 84%
Recreational $ 26,329 9.60% 163 162 80%
Vehicles
Sport Vehicles $ 4,657 15.42% 52 51 86%
Trucks $ 74,374 10.68% 55 54 94%
Home Improvement $ 5,200 15.03% 98 98 n/a
(unsecured)
Home Improvement $ 26,708 11.14% 230 228 n/a
(secured)
Home Equity $ 23,173 14.50% 209 207 n/a
-------- ----- --- --- ---
Total $ 38,749 11.79% 146 145 87%
======== ===== === === ===
</TABLE>
Merrill Lynch 4
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
--------------------------------------------------
GEOGRAPHIC DISTRIBUTION OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
State of Cutoff Date of Cutoff Date Principal Balance
- ----- -------------- -------------- -----------------
AL 89 $ 1,489,534 0.89%
AR 32 426,012 0.25
AZ 357 6,907,208 4.11
CA 1,150 25,008,092 14.88
CO 214 3,844,603 2.29
CT 212 3,317,896 1.98
DC 10 242,198 0.14
DE 45 1,253,098 0.75
FL 706 15,244,734 9.08
GA 212 5,179,201 3.08
IA 167 1,919,403 1.14
ID 23 218,212 0.13
IL 423 9,077,185 5.41
IN 160 2,598,041 1.55
KS 116 1,546,347 0.92
KY 64 1,101,787 0.66
LA 80 1,352,825 0.81
MA 151 2,318,023 1.38
MD 161 2,985,119 1.78
ME 58 802,098 0.48
MI 229 4,462,995 2.66
MN 151 2,215,571 1.32
MO 264 4,367,973 2.60
MS 42 799,773 0.48
MT 41 356,479 0.21
NC 294 7,180,443 4.28
ND 29 305,666 0.18
NE 89 1,046,390 0.62
NH 55 828,366 0.49
NJ 244 4,826,035 2.87
NM 56 889,332 0.53
NV 126 2,884,102 1.72
NY 430 7,885,154 4.70
OH 340 6,178,768 3.68
Merrill Lynch 5
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
OK 212 4,739,080 2.82
OR 126 1,553,734 0.93
PA 360 6,637,307 3.95
RI 38 657,276 0.39
SC 157 3,564,283 2.12
SD 38 279,553 0.17
TN 118 1,549,164 0.92
TX 138 894,708 0.53
UT 59 1,442,645 0.86
VA 343 6,274,247 3.74
VT 12 86,190 0.05
WA 286 4,708,590 2.80
WI 179 3,887,650 2.32
WV 17 198,081 0.12
WY 35 392,469 0.23
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
YEAR OF ORIGINATION OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Year of Contracts as Outstanding as Cutoff Date Pool
Origination of Cutoff Date of Cutoff Date Principal Balance
- ----------- -------------- -------------- -----------------
1989 1 $ 4,216 *
1990 3 15,017 0.01%
1994 1 34,874 0.02
1995 1 5,959 0.00
1996 22 722,994 0.43
1997 8,910 167,140,580 99.54
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
Merrill Lynch 6
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL HOME IMPROVEMENT AND HOME EQUITY
CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Original Contracts as Outstanding as Cutoff Date Pool
Contract Amount of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
Less than $10,000 2,711 $ 13,745,904 8.19%
$10,000 - $19,999 2,696 37,810,265 22.52
$20,000 - $29,999 1,789 42,895,784 25.54
$30,000 - $39,999 988 33,554,031 19.98
$40,000 - $49,999 488 20,955,890 12.48
$50,000 - $59,999 138 7,303,921 4.35
$60,000 - $69,999 41 2,614,057 1.56
$70,000 - $79,999 26 1,920,407 1.14
$80,000 - $89,999 16 1,344,111 0.80
$90,000 - $99,999 12 1,137,700 0.68
Over $100,000 33 4,641,570 2.76
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
CONTRACT RATES OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
Contract Rate of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
7.001% - 8.000% 3 $ 131,721 0.08%
8.001% - 9.000% 35 1,695,155 1.01
9.001% - 10.000% 537 18,444,714 10.98
10.001% - 11.000% 577 19,564,051 11.65
11.001% - 12.000% 487 12,730,688 7.58
12.001% - 13.000% 1,138 27,778,113 16.54
13.001% - 14.000% 1,882 29,042,658 17.30
14.001% - 15.000% 786 14,606,083 8.70
15.001% - 16.000% 1,347 20,220,216 12.04
16.001% - 17.000% 1,679 17,667,144 10.52
17.001% - 18.000% 424 5,430,205 3.23
18.001% - 19.000% 37 532,207 0.32
19.001% - 20.000% 4 59,979 0.04
20.001% - 21.000% 2 20,706 0.01
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
Merrill Lynch 7
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
REMAINING MONTHS TO MATURITY OF INITIAL HOME IMPROVEMENT AND HOME EQUITY
CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Remaining Mos. Contracts as Outstanding as Cutoff Date Pool
To Maturity of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
1- 30 130 $ 476,528 0.28%
31 - 60 1,340 7,216,977 4.30
61 - 90 285 2,155,127 1.28
91 - 120 1,729 21,528,749 12.82
121 - 150 43 660,573 0.39
151 - 180 2,288 49,940,746 29.74
181 - 210 3 48,927 0.03
211 - 240 2,276 54,740,619 32.60
271 - 300 816 29,212,055 17.40
331 - 360 28 1,943,339 1.16
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
Merrill Lynch 8
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL CONSUMER PRODUCT CONTRACTS
----------------------------------
GEOGRAPHIC DISTRIBUTION OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
State of Cutoff Date of Cutoff Date Principal Balance
- ------ -------------- -------------- -----------------
AK 14 $ 601,394 0.25%
AL 240 6,350,564 2.62
AR 78 4,005,460 1.65
AZ 610 12,052,252 4.96
CA 1,894 31,676,841 13.05
CO 185 4,447,871 1.83
CT 133 2,292,784 0.94
DC 5 41,416 0.02
DE 39 2,333,795 0.96
FL 1,056 20,286,269 8.36
GA 358 7,153,347 2.95
HI 37 288,273 0.12
IA 75 2,496,207 1.03
ID 49 2,294,753 0.95
IL 199 4,455,822 1.84
IN 139 3,525,591 1.45
KS 52 2,969,873 1.22
KY 134 1,537,925 0.63
LA 165 3,406,056 1.40
MA 171 1,696,633 0.70
MD 178 3,286,375 1.35
ME 30 551,730 0.23
MI 129 6,775,667 2.79
MN 224 6,970,773 2.87
MO 259 8,200,105 3.38
MS 107 3,063,372 1.26
MT 18 904,036 0.37
NC 536 8,819,843 3.63
ND 17 421,272 0.17
NE 30 526,903 0.22
NH 40 286,875 0.12
NJ 273 6,348,697 2.62
NM 152 3,293,380 1.36
NV 158 3,829,380 1.58
NY 303 6,023,246 2.48
Merrill Lynch 9
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
OH 243 6,236,559 2.57
OK 186 3,319,155 1.37
OR 167 3,798,816 1.56
PA 192 4,417,710 1.82
RI 18 330,864 0.14
SC 187 6,194,700 2.55
SD 34 2,637,994 1.09
TN 214 5,375,580 2.21
TX 1,299 22,483,962 9.26
UT 60 2,596,278 1.07
VA 232 2,964,928 1.22
VT 13 82,232 0.03
WA 207 5,723,477 2.36
WI 58 2,243,297 0.92
WV 17 346,563 0.14
WY 18 799,306 0.33
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
YEAR OF ORIGINATION OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Year of Contracts as Outstanding as Cutoff Date Pool
Origination of Cutoff Date of Cutoff Date Principal Balance
- ----------- -------------- -------------- -----------------
1984 1 $ 6,392 *
1986 2 26,037 0.01%
1992 2 20,799 0.01
1994 2 31,398 0.01
1995 16 339,978 0.14
1996 95 1,405,094 0.58
1997 11,114 240,936,503 99.25
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
Merrill Lynch 10
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF
INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Loan-to-Value Contracts as Outstanding as Cutoff Date Pool
Ratio of Cutoff Date of Cutoff Date Principal Balance
- ----------- -------------- -------------- -----------------
Less than 61.00% 957 $ 10,430,461 4.30%
61.01% - 65.00% 339 6,054,040 2.49
66.01% - 70.00% 487 8,411,277 3.46
71.01% - 75.00% 747 12,873,607 5.30
76.01% - 80.00% 1,099 20,838,810 8.58
81.01% - 85.00% 1,583 29,059,330 11.97
86.01% - 90.00% 3,274 53,383,171 21.99
91.01% - 95.00% 1,291 38,985,578 16.06
Over 95.01% 1,455 62,729,927 25.85
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Original Contracts as Outstanding as Cutoff Date Pool
Contract Amount of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
Less than $10,000 5,733 $31,173,143 12.84%
$10,000 - $19,999 2,870 40,427,900 16.66
$20,000 - $29,999 825 19,807,644 8.16
$30,000 - $39,999 463 15,896,222 6.55
$40,000 - $49,999 326 14,422,236 5.94
$50,000 - $59,999 186 9,968,607 4.11
$60,000 - $69,999 143 9,183,989 3.78
$70,000 - $79,999 158 11,744,396 4.84
$80,000 - $89,999 133 11,240,054 4.63
$90,000 - $99,999 108 10,149,712 4.18
$100,000 - $109,999 56 5,778,698 2.38
$110,000 - $119,999 33 3,739,924 1.54
$120,000 - $129,999 22 2,723,617 1.12
$130,000 - $139,999 14 1,883,454 0.78
$140,000 - $149,999 11 1,588,538 0.65
$150,000 - $159,999 10 1,550,170 0.64
$160,000 - $169,999 16 2,628,941 1.08
$170,000 - $179,999 13 2,246,433 0.93
Merrill Lynch 11
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
$180,000 - $189,999 7 1,275,832 0.53
$190,000 - $199,999 1 188,092 0.08
$200,000 - $249,999 26 5,568,420 2.29
$250,000 - $299,999 18 4,931,123 2.03
$300,000 - $349,999 11 3,536,891 1.46
$350,000 - $399,999 9 3,332,800 1.37
$400,000 - $449,999 8 3,306,620 1.36
$450,000 - $499,999 7 3,333,821 1.37
$500,000 - $549,999 5 2,627,263 1.08
$550,000 - $599,999 2 1,156,427 0.48
$600,000 - $649,999 1 638,740 0.26
$650,000 - $699,999 2 1,318,343 0.54
$700,000 - $749,999 3 2,192,029 0.90
$750,000 - $799,999 1 771,234 0.32
$800,000 - $849,999 1 804,296 0.33
$850,000 - $899,999 2 1,766,650 0.73
Over $950,000 8 9,863,942 4.06
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
CONTRACT RATES OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
Contract Rate of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
Less than 8.00% 31 $ 6,001,273 2.47%
8.001% - 9.000% 577 49,060,467 20.21
9.001% - 10.000% 1,713 70,683,155 29.11
10.001% - 11.000% 2,255 46,626,243 19.21
11.001% - 12.000% 1,444 22,934,367 9.45
12.001% - 13.000% 1,152 16,077,529 6.62
13.001% - 14.000% 1,471 13,275,065 5.47
14.001% - 15.000% 980 8,060,906 3.32
15.001% - 16.000% 678 4,677,639 1.93
16.001% - 17.000% 423 2,642,056 1.09
Over 17.001% 508 2,727,501 1.12
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
Merrill Lynch 12
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
REMAINING MONTHS TO MATURITY OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Remaining Mos. Contracts as Outstanding as Cutoff Date Pool
To Maturity of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
Less than 31 642 $ 5,781,078 2.38%
31 - 60 5,451 97,604,197 40.21
61 - 90 2,087 32,816,431 13.52
91 - 120 1,007 26,882,022 11.07
121 - 150 1,026 19,291,591 7.95
151 - 180 921 48,127,669 19.82
181 - 210 9 465,190 0.19
211 - 240 89 11,798,023 4.86
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
STRUCTURE
- ---------
DISTRIBUTIONS: Noteholders will be entitled to receive on each Distribution
Date, to the extent that the Amount Available in the Collection
Account is sufficient therefor, the Noteholders' Distributable
Amount. Distributions on the Notes will be made first to the
Class A-1:HE/HI Noteholders and the Class A-1 Noteholders, then
to the Class A-2 Noteholders, then to the Class A-3 Noteholders,
and then to the Class A-4 Noteholders.
Certificateholders will be entitled to receive on each
Distribution Date, to the extent that the Amount Available is
sufficient therefor, the Certificateholders' Interest
Distributable Amount and, after the Notes have been paid in
full, the Certificateholders' Principal Distributable Amount.
The Amount Available on each Distribution Date generally
includes payments on the Contracts due and received during the
preceding month, prepayments and other unscheduled collections
received during the preceding month, all collections in respect
of principal on the Contracts (other than Home Equity Contracts)
received during the current month up to and including the third
Business Day prior to such Distribution Date (but in no event
later than the 10th day of the month in which the Distribution
Date occurs), any amounts deposited in respect of
Merrill Lynch 13
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Purchased Contracts, any Guaranty Payment, any Interest Rate Cap
Payment, and all earnings from the investment of funds in the
Collection Account and the Pre-Funding Account, minus, with
respect to all Distribution Dates other than the Distribution
Date in January, 1998, all collections of principal on the
Contracts (other than the Home Equity Contracts) received during
the preceding month up to and including the third business day
prior to the preceding Distribution Date (but in no event later
than the 10th day of the prior month).
The outstanding principal amount of each Class of Notes, to the
extent not previously paid, will be payable on the Distribution
Date occurring in March, 2029 (the "Final Scheduled Distribution
Date").
CLASS A-1:HE/HI
AND CLASS A-1
INTEREST: Interest on the outstanding Class A-1:HE/HI Principal Balance
will accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-1:HE/HI Rate. The "Class A-1:HE/HI
Principal Balance" as of any Distribution Date will be the
Original Class A-1:HE/HI Principal Balance minus all amounts
previously distributed to the Class A-1:HE/HI Noteholders in
respect of principal and minus any unreimbursed losses absorbed
by the Class A-1:HE/HI Notes.
Interest will be paid on the Class A-1:HE/HI Notes to the extent
of funds available on each Distribution Date. Interest
shortfalls will be carried forward and added to the amount of
interest payable on the next Distribution Date. Any amount so
carried forward will bear interest at the Class A-1:HE/HI Rate,
to the extent legally permissible.
Interest on the outstanding Class A-1 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-1 Rate for such monthly interest period.
The Class A-1 Principal Balance as of any Distribution Date will
be the Original Class A-1 Principal Balance minus all amounts
previously distributed to the Class A-1 Noteholders in respect
of principal and minus any unreimbursed losses absorbed by the
Class A-1 Notes.
Interest will be paid on the Class A-1 Notes to the extent of
funds available on each Distribution Date. Interest shortfalls
will be carried forward and added
Merrill Lynch 14
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
to the amount of interest payable on the next Distribution Date.
Any amount so carried forward will bear interest at the Class
A-1 Rate, to the extent legally permissible.
CLASS A-1:HE/HI
AND CLASS A-1
PRINCIPAL: Class A-1:HE/HI Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest then payable on
the Class A-1:HE/HI Notes and Class A-1 Notes, an amount equal
to the sum of the Class A-1:HE/HI Formula Principal Distribution
Amount for such Distribution Date plus the Unpaid Class A-
1:HE/HI Principal Shortfall, if any, from prior Distribution
Dates.
The "Class A-1:HE/HI Formula Principal Distribution Amount" with
respect to any Distribution Date will be the sum of the
following: (i) all scheduled payments of principal due on each
outstanding Home Equity Contract and Home Improvement Contract
during the related Monthly Period; (ii) all Partial Principal
Prepayments applied and all Principal Prepayments in Full
received during the related Monthly Period in respect of each
Home Equity Contract and Home Improvement Contract; (iii) the
Scheduled Principal Balance of each Home Equity Contract and
Home Improvement Contract that became a Liquidated Contract
during the related Monthly Period; (iv) the Scheduled Principal
Balance of each Home Equity Contract and Home Improvement
Contract which, during the related Monthly Period, was purchased
by Green Tree as a result of a breach of representation or
warranty or by the Servicer as a result of an uncured breach of
a covenant under the Sale and Servicing Agreement; (v) on the
Distribution Date on which the Class A-1, A-2, A-3 and A-4 Notes
are paid in full, the Formula Principal Distribution Amount,
less the amount, if any, distributed to Noteholders in payment
of the principal amount of the Class A-1, A-2, A-3 and A-4 Notes
on that Distribution Date, and (vi) after the Distribution Date
on which the Class A-1, A-2, A-3 and A-4 Notes have been paid in
full, the Formula Principal Distribution Amount.
Class A-1 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest payable on the
Class A-1:HE/HI Notes and Class A-1 Notes, an amount equal to
the sum of 76.69% (approximate) of the Formula Principal
Distribution Amount for such Distribution Date plus the Unpaid
Merrill Lynch 15
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Class A-1 Principal Shortfall, if any from prior Distribution
Dates.
The "Formula Principal Distribution Amount" with respect to any
Distribution Date will generally be equal to the sum of the
following: (i) all scheduled payments of principal due on each
outstanding Contract during the related Monthly Period, (ii) all
Partial Principal Prepayments applied and all Principal
Prepayments in Full received during the related Monthly Period,
(iii) the Scheduled Principal Balance of each Contract that
became a Liquidated Contract during the related Monthly Period
ordered as a result of a bankruptcy or similar proceeding
involving the related obligor, (iv) the Scheduled Principal
Balance of each Contract which, during the related monthly
Period, was purchased by Green Tree as a result of a breach of a
representation or warranty or by the Servicer as a result of an
uncured breach of a covenant under the Sale and Servicing
Agreement, (v) with respect to the Distribution Date in January
1998, an amount equal to the Excess Proceeds, (vi) with respect
to the Distribution Date in March 1998, any remaining amounts on
deposit in the Pre-Funding Account, (vii) all collections in
respect of principal received on the Contracts during the
current month up to and including the third business day prior
to such Distribution Date (but in no event later than the 10th
day of the month in which the Distribution Date occurs), minus
(viii) with respect to all Distribution Dates other than the
Distribution Date in January 1998, the amount, if any, included
in the Formula Principal Distribution Amount for the preceding
Distribution Date by virtue of clause (vii) of the definition of
Formula Principal Distribution Amount, minus (ix) an amount
equal to the sum of items (i) through (iv) of the Class A-
1:HE/HI Formula Principal Distribution Amount.
CLASS A-2
INTEREST: Interest on the outstanding Class A-2 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-2 Rate for such monthly interest period.
The "Class A-2 Principal Balance" as of any Distribution Date
will be the Original Class A-2 Principal Balance minus all
amounts previously distributed to the Class A-2 Noteholders in
respect of principal and minus any unreimbursed liquidation
losses absorbed by the Class A-2 Notes.
Merrill Lynch 16
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Interest will be paid on the Class A-2 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-1 Notes. Any
interest shortfalls will be carried forward and added to the
amount of interest payable on the next Distribution Date, and
will bear interest at the Class A-2 Rate, to the extent legally
permissible.
CLASS A-2
PRINCIPAL: Class A-2 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal
payable on the Class A-1:HE/HI Notes and Class A-1 Notes and
after payment of all interest payable on the Class A-2 Notes,
the sum of 12.61% (approximate) of the Formula Principal
Distribution Amount for such Distribution Date plus the unpaid
Class A-2 Principal Shortfall, if any, from prior Distribution
Dates.
CLASS A-3
INTEREST: Interest on the outstanding Class A-3 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-3 Rate. The "Class A-3 Principal Balance"
as of any Distribution Date will be the Original Class A-3
Principal Balance minus all amounts previously distributed to
the Class A-3 Noteholders in respect of principal and minus any
unreimbursed liquidation losses absorbed by the Class A-3 Notes.
Interest will be paid on the Class A-3 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-2 Notes. Any
interest shortfalls will be carried forward and added to the
amount of interest payable on the next Distribution Date, and
will bear interest at the Class A-3 Rate, to the extent legally
permissible.
CLASS A-3
PRINCIPAL: Class A-3 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal then
payable on the Class A-1 and Class A-2 Notes and after payment
of all interest payable on the Class A-3 Notes, the sum of 6.11%
(approximate) of the Formula Principal Distribution Amount for
such Distribution Date plus the unpaid Class A-3 Principal
Shortfall, if any, from prior Distribution Dates.
Merrill Lynch 17
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CLASS A-4
INTEREST: Interest on the outstanding Class A-4 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-4 Rate. The "Class A-4 Principal Balance"
as of any Distribution Date will be the Original Class A-4
Principal Balance minus all amounts previously distributed to
the Class A-4 Noteholders in respect of principal and minus any
unreimbursed liquidation losses absorbed by the Class A-4 Notes.
Interest will be paid on the Class A-4 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-3 Notes. Any
interest shortfalls will be carried forward and added to the
amount of interest payable on the next Distribution Date, and
will bear interest at the Class A-4 Rate, to the extent legally
permissible.
CLASS A-4
PRINCIPAL: Class A-4 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal then
payable on the Class A-3 Notes and after payment of all interest
then payable on the Class A-4 Notes, the sum of 4.59%
(approximate) of the Formula Principal Distribution Amount for
such Distribution Date plus the unpaid Class A-4 Principal
Shortfall, if any, from prior Distribution Dates.
CERTIFICATE
INTEREST: On each Distribution Date, the Owner Trustee will distribute to
the Certificateholders, to the extent the Amount Available in
the Collection Account including the Guaranty Payment is
sufficient therefor, accrued interest at the Pass-Through Rate
on the outstanding Certificate Principal Balance. Interest in
respect of a Distribution Date will accrue from December 15,
1997, or from the most recent Distribution Date to but excluding
the following Distribution Date. The "Certificate Principal
Balance" as of any Distribution Date will be the Original
Certificate Principal Balance minus all amounts previously
distributed to the Certificateholders in respect of principal
and minus any unreimbursed liquidation losses absorbed by the
Certificates.
Interest will be paid on the Certificates to the extent of funds
available on each Distribution Date, after payment of all
interest and principal then payable on the Notes. Any interest
shortfalls will
Merrill Lynch 18
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
be carried forward, and will bear interest at the Pass-Through
Rate, to the extent legally permissible.
CERTIFICATE
PRINCIPAL: No distributions of principal on the Certificates will be
payable until all of the Notes have been paid in full. On each
Distribution Date commencing on the Distribution Date on which
the Notes are paid in full, principal on the Certificates will
be payable in an amount equal to the Certificate Percentage of
the Class A-1:HE/HI Formula Principal Distribution Amount for
such Distribution Date (less, on the Distribution Date on which
the Notes are paid in full, the portion thereof payable on the
Notes), plus the Unpaid Certificate Principal Shortfall, if any,
from prior Distribution Dates. The "Certificate Percentage" for
each Distribution Date will be zero until all of the Notes are
paid in full and will be 100% thereafter.
INTEREST RATE
CAP AGREEMENT: Class A-1 Noteholders will have the benefit of the Interest Rate
Cap Agreement between the Trust and Merrill Lynch Derivative
Products AG (the "Counterparty"), a Swiss share company
established under the laws of Switzerland. Pursuant to the
Interest Rate Cap Agreement, the Counterparty will make payments
(the "Interest Rate Cap Payments") to the Trust on each
Distribution Date to the extent that the Class A-1 Rate exceeds
10%, in an amount equal to the amount obtained by multiplying
the Class A-1 Principal Balance by the product of (i) the excess
of (x) the Class A-1 Rate over (y) 10% (the amount obtained
pursuant to this clause (i) in no event being less than 0%) and
(ii) the number of days in the monthly interest period divided
by 360.
SPREAD
ACCOUNT: Class A-2, A-3 and A-4 Noteholders will have the benefit of a
separate sub-account for each Class contained in the Spread
Account, for which on any Distribution Date if the Amount
Available in the Note Distribution Account (after making all
distributions on each Class of Notes with a prior numeric
designation) is insufficient to distribute all interest then
payable on the Class A-2, A-3 or A-4 Notes, the Indenture
Trustee will withdraw the amount of the deficiency from the
applicable sub-account (or the amount on deposit in the
applicable sub-account, if less) and deposit such amount in the
Note Distribution Account for distribution to the applicable
Class.
On the Closing Date, the amount on deposit in the Class A-2,
Class A-3 and Class A-4 sub-accounts will
Merrill Lynch 19
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
be zero. On each Distribution Date, the Indenture Trustee will
deposit all funds remaining in the Collection Account, after
distribution of all interest and principal then payable on the
Notes and all interest then payable on the Certificates, first
to the Class A-2 sub-account, then to the Class A-3 sub-account,
and then to the Class A-4 sub-account, until the amount on
deposit in such sub-accounts equals [$ ], [$ ] and [$ ],
respectively, subject to the Sale and Servicing Agreement. The
Spread Account is included in the Trust Property.
RESERVE
ACCOUNT: Noteholders will have the benefit of the Reserve Account to be
held by the Indenture Trustee. On any Distribution Date, if the
funds available in the Note Distribution Account (after making
all distributions on each Class of Notes with a prior numeric
designation) are insufficient to make full payment in respect of
interest or principal payable on a Class of Notes (after making
appropriate draws upon the Spread Account), the Indenture
Trustee will withdraw the amount of the deficiency from the
Reserve Account (or the amount on deposit in the Reserve
Account, if less) and deposit such amount in the Note
Distribution Account for distribution to the applicable Class.
On the Closing Date, the amount on deposit in the Reserve
Account will be zero. On each Distribution Date, the Indenture
Trustee will deposit all funds remaining in the Collection
Account, after distribution of all interest and principal then
payable on the Notes, all interest then payable on the
Certificates and all deposits in the Spread Account, until the
amount on deposit in the Reserve Account equals 1.5% of the
aggregate original Principal Balance of the Notes and
Certificates, subject to the Sale and Servicing Agreement.
LIMITED
GUARANTY: Certificateholders are entitled to receive on each Distribution
Date an amount equal to the Guaranty Payment, if any, under
Green Tree's Limited Guaranty. The "Guaranty Payment" for any
Distribution Date will equal the difference, if any, between the
Certificateholders' Distributable Amount (equal to accrued and
unpaid interest on the Certificates, plus the Certificate
Percentage of the Class A-1:HE/HI Formula Principal Distribution
Amount, plus any Unpaid Certificate Principal Shortfall for such
Distribution Date, and plus any unreimbursed Certificate
Principal Liquidation Loss) and the remaining funds available in
the Collection Account
Merrill Lynch 20
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
after payment of all interest and principal on the Notes and the
deposit in any sub-account of Spread Account or the Reserve
Account of any amounts previously withdrawn therefrom and not
previously replenished.
COLLECTION
ACCOUNT;
PRIORITY OF
PAYMENTS: On each Distribution Date, the Servicer will instruct the
Indenture Trustee to withdraw funds on deposit in the Collection
Account and to apply such funds on such Distribution Date as
follows (in the priority indicated):(i) if Green Tree is not the
Servicer, the monthly servicing fee, together with any unpaid
servicing fees from prior Distribution Dates, (ii) reimbursement
of any advances made that were recovered during the prior
Monthly Period, (iii) the Noteholders' Interest Distributable
Amount, the Noteholders' Principal Distributable Amount and any
amounts previously withdrawn from any sub-account of the Spread
Account or the Reserve Account and not previously replenished,
(iv) the Certificateholders' Interest Distributable Amount and,
after the Notes have been paid in full, the Certificateholders'
Principal Distributable Amount, (v) amounts necessary to fully
fund the Class A-2, Class A-3 and Class A-4 sub-accounts of the
Spread Account, (vi) the amount necessary to fully fund the
Reserve Account and (vii) 99% of the amount remaining to Green
Tree as the monthly servicing and guaranty fee and 1% of the
amount remaining as a fee to the General Partner.
LOSSES ON
LIQUIDATED
CONTRACTS: If the Net Liquidation Proceeds from such Liquidated Contract
are less than the Scheduled Principal Balance of such Liquidated
Contract, the deficiency will, in effect, be absorbed first by
the monthly servicing and guaranty fee otherwise payable to
Green Tree and the fee payable to the General Partner, then by
the Certificateholders (although Green Tree will be obligated to
make a Guaranty Payment equal to any shortfall in the
distribution to the Certificateholders), and then by each Class
of Notes in inverse numeric order (although funds on deposit in
the Reserve Account will be available to pay any shortfall in
the distribution of interest and principal to any Class of
Notes).
Merrill Lynch 21
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
PRICING SPEED (1)
This transaction will be priced using the following "Base Case" prepayment
rates:
Horse Trailers, Sport Vehicles, Keyboard 20% CPR
Instruments, RVs:
Marine: 245% SPA
Motorcycles and Aircraft: 30% CPR
Trucks: 1.4% ABS
Home Improvement (unsecured): 25% CPR
Home Improvement (secured): 18% CPR
Home Equity: 18% CPR
(1)CPR (Constant Prepayment Rate) represents an assumed constant rate of
prepayment each month, expressed as a per annum percentage of the outstanding
principal balance of the Home Equity and Home Improvement Contracts and the
Contracts related to all Products other than marine products and trucks; SPA
(Standard Prepayment Assumption) represents an assumed rate of prepayment each
month of the outstanding principal balance of the Contracts related to marine
products; ABS (Absolute Prepayment Model) represents an assumed rate of
prepayment each month relative to the original number of Contracts related to
trucks.
Average Life Sensitivities
at the Respective Percentages of the Base Case Prepayment Model (1)
<TABLE>
<CAPTION>
To Call 80% 90% 100% 110% 120%
- ---------------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Class A-1:HE/HI Avg. Life 4.13 3.77 3.47 3.2 2.96
Pmt. Window 1-97 1-90 1-84 1-78 1-73
Class A1-A4 Avg. Life 2.43 2.29 2.15 2.03 1.92
Pmt. Window 1-91 1-85 1-80 1-75 1-70
Class B Avg. Life 8.08 7.50 7.00 6.50 6.08
Pmt. Window 97-97 90-90 84-84 78-78 73-73
TO MATURITY 80% 90% 100% 110% 120%
- ---------------- ------- ------- ------- ------- ------
Class A-1:HE/HI Avg. Life 4.30 3.94 3.63 3.35 3.1
Pmt. Window 1-125 1-116 1-109 1-102 1-96
Class B Avg. Life 13.11 12.38 11.70 11.06 10.47
Pmt. Window 125-318 116-318 109-318 102-318 96-318
</TABLE>
Merrill Lynch 22
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
(1) The following are the assumed characteristics of Subsequent Contracts as of
the Cutoff Date:
Aggregate
Principal
Balance Wgt. Avg.
Asset Type Outstanding Contract Rate
---------- ----------------- -------------
Aircraft $ 19,190,636.13 9.61
Horse Trailers $ 7,393,988.31 10.91
Keyboard Instruments $ 3,646,135.38 10.68
Marine Products $ 13,787,336.97 10.22
Motorcycles $ 17,769,271.58 12.66
Recreational Vehicles $ 35,435,229.46 9.60
Sport Vehicles $ 6,446,002.91 15.42
Trucks $ 53,565,197.84 10.68
--------------- -----
Total $157,233,798.58 10.69
=============== =====
Wgt. Avg. Wgt. Avg.
Asset Type Original Term Remaining Term
---------- ------------- --------------
Aircraft 148 148
Horse Trailers 118 118
Keyboard Instruments 97 97
Marine Products 148 148
Motorcycles 66 66
Recreational Vehicles 162 162
Sport Vehicles 51 51
Trucks 54 54
--- ---
Total 103 103
=== ===
Merrill Lynch 23
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The attached tables and other statistical analyses (the "Term Sheet") are
privileged and confidential and are intended for use by the addressee only.
This Term Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and not by the issuer of the securities or
any of its affiliates. The issuer of these securities has not prepared or taken
part in the preparation of these materials. Neither Merrill Lynch, the issuer
of the securities nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be subsequently filed with the Securities and Exchange
Commission. They may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
Numerous assumptions were used in preparing the Term Sheet which may or may not
be stated therein. As such, no assurance can be given as to the accuracy,
appropriateness or completeness of the Term Sheet in any particular context; or
as to whether the Term Sheet and/or the assumptions upon which it is based
reflect present market conditions or future market performance. This Term Sheet
should not be construed as either projections or predictions or as legal, tax,
financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based on
prepayment assumptions and actual prepayment experience may dramatically affect
such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitations or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for final
information on any matter discussed in this communication. All information in
this Term Sheet will be superseded by the information in the final prospectus
and prospectus supplement.
Merrill Lynch 24
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
A final prospectus and prospectus supplement may be obtained by contacting the
Merrill Lynch Trading Desk at (212) 449-3659.
Please be advised that asset-backed securities may not be appropriate for all
investors. Potential investors must be willing to assume, among other things,
market price volatility, prepayments, yield curve and interest rate risk.
Investors should fully consider the risk of an investment in these securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
Merrill Lynch 25
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
EXHIBIT 99.2
TERM SHEET DATED DECEMBER 4, 1997
Green Tree Financial Corporation
Green Tree Recreational, Equipment and Consumer Trust 1997-D
$567,923,639 (Approximate)
Subject to Revision
[THIS TERM SHEET SUPERSEDES THE TERM SHEET PREVIOUSLY
DISTRIBUTED ON DECEMBER 3, 1997.]
SELLER/SERVICER: Green Tree Financial Corporation ("Green Tree").
UNDERWRITERS: Merrill Lynch & Co. (Sole).
EXP. PRICING: December 5, 1997.
EXP. SETTLEMENT: December 15, 1997.
LEGAL FINAL: Distribution Date occurring in March, 2029.
<TABLE>
<CAPTION>
Rating WAL Pmt.
(S&P/ to Window Credit
Class Amount Fitch) CALL (to call) Enhancement
- ----- ---------- ---------- ------- --------- -------------
<S> <C> <C> <C> <C> <C>
A-1:HE/HI
Fixed Rate 20.25% +
Notes: $167,923,639 AAA/AAA 3.47 1-84 Excess + RF
A-1 Floating 20.25% +
Rate Notes: $284,990,000 AAA/AAA 2.15 1-80 Excess + RF
A-2 Fixed 12.00% +
Rate Notes: $ 46,850,000 AA/AA 2.15 1-80 Excess + RF
A-3 Fixed 8.00% +
Rate Notes: $ 22,720,000 A/A 2.15 1-80 Excess + RF
A-4 Fixed 5.00% +
Rate Notes: $ 17,040,000 BBB/BBB 2.15 1-80 Excess + RF
Fixed Rate
Certificates: $ 28,400,000 BBB+/A- 7.00 84-84 Excess
</TABLE>
INDENTURE
TRUSTEE: First Trust National Association, St. Paul, Minnesota.
OWNER TRUSTEE: Wilmington Trust Company, Wilmington, Delaware.
DISTRIBUTION
DATE: The 15th day of each month (or if such 15th day is not a
business day, the next succeeding business day), commencing
on January 15, 1998.
Merrill Lynch
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CUTOFF DATE: (i) November 30, 1997 (or the date of origination if later)
for each Consumer Product Contract other than a Subsequent
Contract, (ii) the date when purchased by the Trust for each
Consumer Product Contract that is a Subsequent Contract and
(iii) October 31, 1997 for each Home Equity Contract and each
Home Improvement Contract.
ERISA: If the Notes are considered to be indebtedness without
substantial equity features under a regulation issued by the
U.S. Department of Labor, the acquisition or holding of Notes
by or on behalf of a Benefit Plan will not cause the assets of
the Trust to become plan assets, thereby generally preventing
the application of certain prohibited transaction rules of
ERISA and the Internal Revenue Code of 1986, each as amended,
that otherwise would possibly be applicable. Green Tree
believes that the Notes should be treated as indebtedness
without substantial equity features for purposes of such
regulation.
The Certificates may not be acquired by, or on behalf of, any
employee benefit plan, individual retirement account or Keogh
Plan subject to either Title I of ERISA or the Internal
Revenue Code of 1986, each as amended.
TAX STATUS: For federal and Minnesota income tax purposes, the Notes will
be characterized as debt, and the Trust will not be
characterized as an association (or a publicly traded
partnership) taxable as a corporation. Each Noteholder, by the
acceptance of a Note, will agree to treat the Notes as debt.
Each Certificateholder, by the acceptance of a Certificate,
will agree to treat the Trust as a partnership in which the
Certificateholders are partners for federal income tax
purposes. Alternative characterizations of the Trust and the
Certificates are possible, but would not result in materially
adverse tax consequences to Certificateholders.
OPTIONAL
REDEMPTION/
PREPAYMENT: If Green Tree or the Servicer exercises its option to purchase
the Contracts, which, subject to certain provisions in the
Sale and Servicing Agreement, can occur after the Pool
Scheduled Principal Balance declines to 10% or less of the
Cutoff Date Pool Principal Balance, the Noteholders and/or the
Certificateholders will receive an amount equal to
Merrill Lynch 2
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
the unpaid principal amount of the Notes and/or the
Certificates, together with accrued interest thereon.
CONTRACTS: The Contract Pool will include, among other things, a pool of
retail installment sales contracts and promissory notes for
the purchase of a variety of consumer products and equipment
("Consumer Product Contracts"), retail installment sales
contracts and promissory notes financing home improvements
("Home Improvement Contracts"), and closed-end home equity
loans ("Home Equity Contracts"). Consumer Product Contracts,
Home Improvement Contracts and Home Equity Contracts are
collectively referred to as "Contracts.".
On the Closing Date, the Trust expects to purchase (i)
Contracts having an aggregate principal balance of
approximately $410,689,840 as of the Cutoff Date (the "Initial
Contracts") and (ii) additional Consumer Product Contracts
(the "Additional Contracts"). In addition, an amount will be
deposited into an account (the "Pre-Funding Account") which
the Trust intends to apply to purchase additional Consumer
Product Contracts on or prior to March 1, 1998 (the
"Subsequent Contracts") for inclusion in the Contract Pool.
The Subsequent Contracts will represent less than 25% of the
aggregate Contract Pool.
The information presented below relates to the Initial
Contracts. Although the characteristics of the final Contract
Pool will differ from the characteristics of the Initial
Contracts shown below, Green Tree does not expect that the
characteristics of the Additional Contracts and Subsequent
Contracts sold to the Trust will vary materially from the
information concerning the Initial Consumer Product Contracts
herein.
Merrill Lynch 3
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL CONTRACT POOL
---------------------
<TABLE>
<CAPTION>
% of Cutoff
% of Scheduled Date
# of Contract Principal Principal
Asset Type Contracts Pool Balance Balance
- ---------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Aircraft 244 1.21% $ 29,630,002 7.21%
Horse Trailers 1,077 5.34% 11,416,187 2.78%
Keyboard Instruments 457 2.27% 5,629,568 1.37%
Marine Products 1,209 5.99% 21,287,404 5.18%
Motorcycles 2,918 14.47% 27,435,441 6.68%
Recreational Vehicles 2,078 10.30% 54,711,367 13.32%
Sport Vehicles 2,137 10.59% 9,952,514 2.42%
Trucks 1,112 5.51% 82,703,717 20.14%
Home Improvement 2,614 12.96% $ 13,592,555 3.31%
(unsecured)
Home Improvement 2,202 10.92% $ 58,810,356 14.32%
(secured)
Home Equity 4,122 20.44% $ 95,520,729 23.26%
------ ------ ------------ ------
Total 20,170 100.00% $410,689,840 100.00%
====== ====== ============ ======
</TABLE>
<TABLE>
<CAPTION>
Wtd.
Wtd. Average Wtd. Wtd.
Average Average Original Average Average
Principal Contract Scheduled Remaining LTV
Asset Type Balance Rate Term Term Ratio
---------- --------- -------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
Aircraft $121,434 9.61% 149 148 86%
Horse Trailers $ 10,600 10.91% 119 118 84%
Keyboard $ 12,319 10.68% 98 97 85%
Instruments
Marine Products $ 17,607 10.22% 148 148 84%
Motorcycles $ 9,402 12.66% 67 66 84%
Recreational $ 26,329 9.60% 163 162 80%
Vehicles
Sport Vehicles $ 4,657 15.42% 52 51 86%
Trucks $ 74,374 10.68% 55 54 94%
Home Improvement $ 5,200 15.03% 98 98 n/a
(unsecured)
Home Improvement $ 26,708 11.14% 230 228 n/a
(secured)
Home Equity $ 23,173 14.50% 209 207 n/a
-------- ----- --- --- ---
Total $ 38,749 11.79% 146 145 87%
======== ===== === === ===
</TABLE>
Merrill Lynch 4
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
--------------------------------------------------
GEOGRAPHIC DISTRIBUTION OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
State of Cutoff Date of Cutoff Date Principal Balance
- ------ -------------- -------------- -----------------
AL 89 $ 1,489,534 0.89%
AR 32 426,012 0.25
AZ 357 6,907,208 4.11
CA 1,150 25,008,092 14.88
CO 214 3,844,603 2.29
CT 212 3,317,896 1.98
DC 10 242,198 0.14
DE 45 1,253,098 0.75
FL 706 15,244,734 9.08
GA 212 5,179,201 3.08
IA 167 1,919,403 1.14
ID 23 218,212 0.13
IL 423 9,077,185 5.41
IN 160 2,598,041 1.55
KS 116 1,546,347 0.92
KY 64 1,101,787 0.66
LA 80 1,352,825 0.81
MA 151 2,318,023 1.38
MD 161 2,985,119 1.78
ME 58 802,098 0.48
MI 229 4,462,995 2.66
MN 151 2,215,571 1.32
MO 264 4,367,973 2.60
MS 42 799,773 0.48
MT 41 356,479 0.21
NC 294 7,180,443 4.28
ND 29 305,666 0.18
NE 89 1,046,390 0.62
NH 55 828,366 0.49
NJ 244 4,826,035 2.87
NM 56 889,332 0.53
NV 126 2,884,102 1.72
NY 430 7,885,154 4.70
OH 340 6,178,768 3.68
Merrill Lynch 5
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
OK 212 4,739,080 2.82
OR 126 1,553,734 0.93
PA 360 6,637,307 3.95
RI 38 657,276 0.39
SC 157 3,564,283 2.12
SD 38 279,553 0.17
TN 118 1,549,164 0.92
TX 138 894,708 0.53
UT 59 1,442,645 0.86
VA 343 6,274,247 3.74
VT 12 86,190 0.05
WA 286 4,708,590 2.80
WI 179 3,887,650 2.32
WV 17 198,081 0.12
WY 35 392,469 0.23
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
YEAR OF ORIGINATION OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Number of Balance % of Initial
Year of Contracts as Outstanding as Cutoff Date Pool
Origination of Cutoff Date of Cutoff Date Principal Balance
- ----------- -------------- -------------- -----------------
1989 1 $ 4,216 *
1990 3 15,017 0.01%
1994 1 34,874 0.02
1995 1 5,959 0.00
1996 22 722,994 0.43
1997 8,910 167,140,580 99.54
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
Merrill Lynch 6
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL HOME IMPROVEMENT AND HOME EQUITY
CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Original Contracts as Outstanding as Cutoff Date Pool
Contract Amount of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
Less than $10,000 2,711 $ 13,745,904 8.19%
$10,000 - $19,999 2,696 37,810,265 22.52
$20,000 - $29,999 1,789 42,895,784 25.54
$30,000 - $39,999 988 33,554,031 19.98
$40,000 - $49,999 488 20,955,890 12.48
$50,000 - $59,999 138 7,303,921 4.35
$60,000 - $69,999 41 2,614,057 1.56
$70,000 - $79,999 26 1,920,407 1.14
$80,000 - $89,999 16 1,344,111 0.80
$90,000 - $99,999 12 1,137,700 0.68
Over $100,000 33 4,641,570 2.76
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
CONTRACT RATES OF INITIAL HOME IMPROVEMENT AND HOME EQUITY CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
Contract Rate of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
7.001% - 8.000% 3 $ 131,721 0.08%
8.001% - 9.000% 35 1,695,155 1.01
9.001% - 10.000% 537 18,444,714 10.98
10.001% - 11.000% 577 19,564,051 11.65
11.001% - 12.000% 487 12,730,688 7.58
12.001% - 13.000% 1,138 27,778,113 16.54
13.001% - 14.000% 1,882 29,042,658 17.30
14.001% - 15.000% 786 14,606,083 8.70
15.001% - 16.000% 1,347 20,220,216 12.04
16.001% - 17.000% 1,679 17,667,144 10.52
17.001% - 18.000% 424 5,430,205 3.23
18.001% - 19.000% 37 532,207 0.32
19.001% - 20.000% 4 59,979 0.04
20.001% - 21.000% 2 20,706 0.01
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
Merrill Lynch 7
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
REMAINING MONTHS TO MATURITY OF INITIAL HOME IMPROVEMENT AND HOME EQUITY
CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Remaining Mos. Contracts as Outstanding as Cutoff Date Pool
To Maturity of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
1- 30 130 $ 476,528 0.28%
31 - 60 1,340 7,216,977 4.30
61 - 90 285 2,155,127 1.28
91 - 120 1,729 21,528,749 12.82
121 - 150 43 660,573 0.39
151 - 180 2,288 49,940,746 29.74
181 - 210 3 48,927 0.03
211 - 240 2,276 54,740,619 32.60
271 - 300 816 29,212,055 17.40
331 - 360 28 1,943,339 1.16
----- ------------ ------
Total 8,938 $167,923,640 100.00%
===== ============ ======
Merrill Lynch 8
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL CONSUMER PRODUCT CONTRACTS
----------------------------------
GEOGRAPHIC DISTRIBUTION OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
State of Cutoff Date of Cutoff Date Principal Balance
- ------ -------------- -------------- -----------------
AK 14 $ 601,394 0.25%
AL 240 6,350,564 2.62
AR 78 4,005,460 1.65
AZ 610 12,052,252 4.96
CA 1,894 31,676,841 13.05
CO 185 4,447,871 1.83
CT 133 2,292,784 0.94
DC 5 41,416 0.02
DE 39 2,333,795 0.96
FL 1,056 20,286,269 8.36
GA 358 7,153,347 2.95
HI 37 288,273 0.12
IA 75 2,496,207 1.03
ID 49 2,294,753 0.95
IL 199 4,455,822 1.84
IN 139 3,525,591 1.45
KS 52 2,969,873 1.22
KY 134 1,537,925 0.63
LA 165 3,406,056 1.40
MA 171 1,696,633 0.70
MD 178 3,286,375 1.35
ME 30 551,730 0.23
MI 129 6,775,667 2.79
MN 224 6,970,773 2.87
MO 259 8,200,105 3.38
MS 107 3,063,372 1.26
MT 18 904,036 0.37
NC 536 8,819,843 3.63
ND 17 421,272 0.17
NE 30 526,903 0.22
NH 40 286,875 0.12
NJ 273 6,348,697 2.62
NM 152 3,293,380 1.36
NV 158 3,829,380 1.58
NY 303 6,023,246 2.48
Merrill Lynch 9
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
OH 243 6,236,559 2.57
OK 186 3,319,155 1.37
OR 167 3,798,816 1.56
PA 192 4,417,710 1.82
RI 18 330,864 0.14
SC 187 6,194,700 2.55
SD 34 2,637,994 1.09
TN 214 5,375,580 2.21
TX 1,299 22,483,962 9.26
UT 60 2,596,278 1.07
VA 232 2,964,928 1.22
VT 13 82,232 0.03
WA 207 5,723,477 2.36
WI 58 2,243,297 0.92
WV 17 346,563 0.14
WY 18 799,306 0.33
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
YEAR OF ORIGINATION OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Year of Contracts as Outstanding as Cutoff Date Pool
Origination of Cutoff Date of Cutoff Date Principal Balance
- ----------- -------------- -------------- -----------------
1984 1 $ 6,392 *
1986 2 26,037 0.01%
1992 2 20,799 0.01
1994 2 31,398 0.01
1995 16 339,978 0.14
1996 95 1,405,094 0.58
1997 11,114 240,936,503 99.25
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
Merrill Lynch 10
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF
INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Loan-to-Value Contracts as Outstanding as Cutoff Date Pool
Ratio of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
Less than 61.00% 957 $ 10,430,461 4.30%
61.01% - 65.00% 339 6,054,040 2.49
66.01% - 70.00% 487 8,411,277 3.46
71.01% - 75.00% 747 12,873,607 5.30
76.01% - 80.00% 1,099 20,838,810 8.58
81.01% - 85.00% 1,583 29,059,330 11.97
86.01% - 90.00% 3,274 53,383,171 21.99
91.01% - 95.00% 1,291 38,985,578 16.06
Over 95.01% 1,455 62,729,927 25.85
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Original Contracts as Outstanding as Cutoff Date Pool
Contract Amount of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
Less than $10,000 5,733 $31,173,143 12.84%
$10,000 - $19,999 2,870 40,427,900 16.66
$20,000 - $29,999 825 19,807,644 8.16
$30,000 - $39,999 463 15,896,222 6.55
$40,000 - $49,999 326 14,422,236 5.94
$50,000 - $59,999 186 9,968,607 4.11
$60,000 - $69,999 143 9,183,989 3.78
$70,000 - $79,999 158 11,744,396 4.84
$80,000 - $89,999 133 11,240,054 4.63
$90,000 - $99,999 108 10,149,712 4.18
$100,000 - $109,999 56 5,778,698 2.38
$110,000 - $119,999 33 3,739,924 1.54
$120,000 - $129,999 22 2,723,617 1.12
$130,000 - $139,999 14 1,883,454 0.78
$140,000 - $149,999 11 1,588,538 0.65
$150,000 - $159,999 10 1,550,170 0.64
$160,000 - $169,999 16 2,628,941 1.08
$170,000 - $179,999 13 2,246,433 0.93
Merrill Lynch 11
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
$180,000 - $189,999 7 1,275,832 0.53
$190,000 - $199,999 1 188,092 0.08
$200,000 - $249,999 26 5,568,420 2.29
$250,000 - $299,999 18 4,931,123 2.03
$300,000 - $349,999 11 3,536,891 1.46
$350,000 - $399,999 9 3,332,800 1.37
$400,000 - $449,999 8 3,306,620 1.36
$450,000 - $499,999 7 3,333,821 1.37
$500,000 - $549,999 5 2,627,263 1.08
$550,000 - $599,999 2 1,156,427 0.48
$600,000 - $649,999 1 638,740 0.26
$650,000 - $699,999 2 1,318,343 0.54
$700,000 - $749,999 3 2,192,029 0.90
$750,000 - $799,999 1 771,234 0.32
$800,000 - $849,999 1 804,296 0.33
$850,000 - $899,999 2 1,766,650 0.73
Over $950,000 8 9,863,942 4.06
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
CONTRACT RATES OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Contracts as Outstanding as Cutoff Date Pool
Contract Rate of Cutoff Date of Cutoff Date Principal Balance
- ------------- -------------- -------------- -----------------
Less than 8.00% 31 $ 6,001,273 2.47%
8.001% - 9.000% 577 49,060,467 20.21
9.001% - 10.000% 1,713 70,683,155 29.11
10.001% - 11.000% 2,255 46,626,243 19.21
11.001% - 12.000% 1,444 22,934,367 9.45
12.001% - 13.000% 1,152 16,077,529 6.62
13.001% - 14.000% 1,471 13,275,065 5.47
14.001% - 15.000% 980 8,060,906 3.32
15.001% - 16.000% 678 4,677,639 1.93
16.001% - 17.000% 423 2,642,056 1.09
Over 17.001% 508 2,727,501 1.12
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
Merrill Lynch 12
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
REMAINING MONTHS TO MATURITY OF INITIAL CONSUMER PRODUCT CONTRACTS
Aggregate
Principal
Number of Balance % of Initial
Remaining Mos. Contracts as Outstanding as Cutoff Date Pool
To Maturity of Cutoff Date of Cutoff Date Principal Balance
- --------------- -------------- -------------- -----------------
Less than 31 642 $ 5,781,078 2.38%
31 - 60 5,451 97,604,197 40.21
61 - 90 2,087 32,816,431 13.52
91 - 120 1,007 26,882,022 11.07
121 - 150 1,026 19,291,591 7.95
151 - 180 921 48,127,669 19.82
181 - 210 9 465,190 0.19
211 - 240 89 11,798,023 4.86
------ ------------ ------
Total 11,232 $242,766,201 100.00%
====== ============ ======
STRUCTURE
- ---------
DISTRIBUTIONS: Noteholders will be entitled to receive on each Distribution
Date, to the extent that the Amount Available in the Collection
Account is sufficient therefor, the Noteholders' Distributable
Amount. Distributions on the Notes will be made first to the
Class A-1:HE/HI Noteholders and the Class A-1 Noteholders, then
to the Class A-2 Noteholders, then to the Class A-3 Noteholders,
and then to the Class A-4 Noteholders.
Certificateholders will be entitled to receive on each
Distribution Date, to the extent that the Amount Available is
sufficient therefor, the Certificateholders' Interest
Distributable Amount and, after the Notes have been paid in
full, the Certificateholders' Principal Distributable Amount.
The Amount Available on each Distribution Date generally
includes payments on the Contracts due and received during the
preceding month, prepayments and other unscheduled collections
received during the preceding month, all collections in respect
of principal on the Contracts (other than Home Equity Contracts
and Home Improvement Contracts) received during the current
month up to and including the third Business Day prior to such
Distribution Date (but in no event later than the 10th day of
the month in which the Distribution Date occurs), any amounts
Merrill Lynch 13
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
deposited in respect of Purchased Contracts, any Guaranty
Payment, any Interest Rate Cap Payment, and all earnings from
the investment of funds in the Collection Account, minus, with
respect to all Distribution Dates other than the Distribution
Date in January, 1998, all collections of principal on the
Contracts (other than the Home Equity Contracts and Home
Improvement Contracts) received during the preceding month up to
and including the third business day prior to the preceding
Distribution Date (but in no event later than the 10th day of
the prior month).
The outstanding principal amount of each Class of Notes, to the
extent not previously paid, will be payable on the Distribution
Date occurring in March, 2029 (the "Final Scheduled Distribution
Date").
CLASS A-1:HE/HI
AND CLASS A-1
INTEREST: Interest on the outstanding Class A-1:HE/HI Principal Balance
will accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-1:HE/HI Rate. The "Class A-1:HE/HI
Principal Balance" as of any Distribution Date will be the
Original Class A-1:HE/HI Principal Balance minus all amounts
previously distributed to the Class A-1:HE/HI Noteholders in
respect of principal.
Interest will be paid on the Class A-1:HE/HI Notes to the extent
of funds available on each Distribution Date. Interest
shortfalls will be carried forward and added to the amount of
interest payable on the next Distribution Date. Any amount so
carried forward will bear interest at the Class A-1:HE/HI Rate,
to the extent legally permissible.
Interest on the outstanding Class A-1 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-1 Rate for such monthly interest period.
The Class A-1 Principal Balance as of any Distribution Date will
be the Original Class A-1 Principal Balance minus all amounts
previously distributed to the Class A-1 Noteholders in respect
of principal.
Interest will be paid on the Class A-1 Notes to the extent of
funds available on each Distribution Date. Interest shortfalls
will be carried forward and added to the amount of interest
payable on the next Distribution Date. Any amount so carried
forward
Merrill Lynch 14
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
will bear interest at the Class A-1 Rate, to the extent
legally permissible.
CLASS A-1:HE/HI
AND CLASS A-1
PRINCIPAL: Class A-1:HE/HI Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest then payable on
the Class A-1:HE/HI Notes and Class A-1 Notes, an amount equal
to the sum of the Class A-1:HE/HI Formula Principal Distribution
Amount for such Distribution Date plus the Unpaid Class A-
1:HE/HI Principal Shortfall, if any, from prior Distribution
Dates.
The "Class A-1:HE/HI Formula Principal Distribution Amount" with
respect to any Distribution Date will generally be equal to the
sum of the following: (i) all scheduled payments of principal
due on each outstanding Home Equity Contract and Home
Improvement Contract during the related Monthly Period; (ii) all
Partial Principal Prepayments applied and all Principal
Prepayments in Full received during the related Monthly Period
in respect of each Home Equity Contract and Home Improvement
Contract; (iii) the Scheduled Principal Balance of each Home
Equity Contract and Home Improvement Contract that became a
Liquidated Contract during the related Monthly Period; (iv) the
Scheduled Principal Balance of each Home Equity Contract and
Home Improvement Contract which, during the related Monthly
Period, was purchased by Green Tree as a result of a breach of
representation or warranty or by the Servicer as a result of an
uncured breach of a covenant under the Sale and Servicing
Agreement; (v) on the Distribution Date on which the Class A-1,
A-2, A-3 and A-4 Notes are paid in full, the Formula Principal
Distribution Amount, less the amount, if any, distributed to
Noteholders in payment of the Principal Balance of the Class A-
1, A-2, A-3 and A-4 Notes on that Distribution Date, and (vi)
after the Distribution Date on which the Class A-1, A-2, A-3 and
A-4 Notes have been paid in full, the Formula Principal
Distribution Amount.
Class A-1 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest payable on the
Class A-1:HE/HI Notes and Class A-1 Notes, an amount equal to
the sum of 76.69% (approximate) of the Formula Principal
Distribution Amount for such Distribution Date plus the Unpaid
Merrill Lynch 15
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Class A-1 Principal Shortfall, if any from prior Distribution
Dates.
The "Formula Principal Distribution Amount" with respect to any
Distribution Date will generally be equal to the sum of the
following: (i) all scheduled payments of principal due on each
outstanding Contract during the related Monthly Period, (ii) all
Partial Principal Prepayments applied and all Principal
Prepayments in Full received during the related Monthly Period,
(iii) the Scheduled Principal Balance of each Contract that
became a Liquidated Contract during the related Monthly Period,
(iv) the Scheduled Principal Balance of each Contract which,
during the related monthly Period, was purchased by Green Tree
as a result of a breach of a representation or warranty or by
the Servicer as a result of an uncured breach of a covenant
under the Sale and Servicing Agreement, (v) with respect to the
Distribution Date in March 1998, any remaining amounts on
deposit in the Pre-Funding Account, (vi) without duplication of
the foregoing, all collections in respect of principal received
on the Contracts (other than Home Equity Contracts and Home
Improvement Contracts) during the current month up to and
including the third business day prior to such Distribution Date
(but in no event later than the 10th day of the month in which
the Distribution Date occurs), minus (vii) the amount, if any,
included in the Formula Principal Distribution Amount for the
preceding Distribution Date by virtue of clause (vi) of the
definition of Formula Principal Distribution Amount, minus
(viii) an amount equal to the sum of items (i) through (iv) of
the Class A-1:HE/HI Formula Principal Distribution Amount.
CLASS A-2
INTEREST: Interest on the outstanding Class A-2 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-2 Rate for such monthly interest period.
The "Class A-2 Principal Balance" as of any Distribution Date
will be the Original Class A-2 Principal Balance minus all
amounts previously distributed to the Class A-2 Noteholders in
respect of principal and minus any unreimbursed liquidation
losses absorbed by the Class A-2 Notes.
Interest will be paid on the Class A-2 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-1 Notes. Any
interest
Merrill Lynch 16
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
shortfalls will be carried forward and added to the amount of
interest payable on the next Distribution Date, and will bear
interest at the Class A-2 Rate, to the extent legally
permissible.
CLASS A-2
PRINCIPAL: Class A-2 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal
payable on the Class A-1:HE/HI Notes and Class A-1 Notes and
after payment of all interest payable on the Class A-2 Notes,
the sum of 12.61% (approximate) of the Formula Principal
Distribution Amount for such Distribution Date plus the unpaid
Class A-2 Principal Shortfall, if any, from prior Distribution
Dates.
CLASS A-3
INTEREST: Interest on the outstanding Class A-3 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-3 Rate. The "Class A-3 Principal Balance"
as of any Distribution Date will be the Original Class A-3
Principal Balance minus all amounts previously distributed to
the Class A-3 Noteholders in respect of principal and minus any
unreimbursed liquidation losses absorbed by the Class A-3 Notes.
Interest will be paid on the Class A-3 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-2 Notes. Any
interest shortfalls will be carried forward and added to the
amount of interest payable on the next Distribution Date, and
will bear interest at the Class A-3 Rate, to the extent legally
permissible.
CLASS A-3
PRINCIPAL: Class A-3 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal then
payable on the Class A-1 and Class A-2 Notes and after payment
of all interest payable on the Class A-3 Notes, the sum of 6.11%
(approximate) of the Formula Principal Distribution Amount for
such Distribution Date plus the unpaid Class A-3 Principal
Shortfall, if any, from prior Distribution Dates.
CLASS A-4
INTEREST: Interest on the outstanding Class A-4 Principal Balance will
accrue from December 15, 1997, or from the most recent
Distribution Date, to but excluding the following Distribution
Date, at the Class A-4
Merrill Lynch 17
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Rate. The "Class A-4 Principal Balance" as of any Distribution
Date will be the Original Class A-4 Principal Balance minus all
amounts previously distributed to the Class A-4 Noteholders in
respect of principal and minus any unreimbursed liquidation
losses absorbed by the Class A-4 Notes.
Interest will be paid on the Class A-4 Notes to the extent of
funds available on each Distribution Date, after payment of all
interest and principal then payable on the Class A-3 Notes. Any
interest shortfalls will be carried forward and added to the
amount of interest payable on the next Distribution Date, and
will bear interest at the Class A-4 Rate, to the extent legally
permissible.
CLASS A-4
PRINCIPAL: Class A-4 Noteholders will be entitled to receive on each
Distribution Date as payment of principal, to the extent of
funds available after payment of all interest and principal then
payable on the Class A-3 Notes and after payment of all interest
then payable on the Class A-4 Notes, the sum of 4.59%
(approximate) of the Formula Principal Distribution Amount for
such Distribution Date plus the unpaid Class A-4 Principal
Shortfall, if any, from prior Distribution Dates.
CERTIFICATE
INTEREST: On each Distribution Date, the Owner Trustee will distribute to
the Certificateholders, to the extent the Amount Available in
the Collection Account including the Guaranty Payment is
sufficient therefor, accrued interest at the Pass-Through Rate
on the outstanding Certificate Principal Balance. Interest in
respect of a Distribution Date will accrue from December 15,
1997, or from the most recent Distribution Date to but excluding
the following Distribution Date. The "Certificate Principal
Balance" as of any Distribution Date will be the Original
Certificate Principal Balance minus all amounts previously
distributed to the Certificateholders in respect of principal
and minus any unreimbursed liquidation losses absorbed by the
Certificates.
Interest will be paid on the Certificates to the extent of funds
available on each Distribution Date, after payment of all
interest and principal then payable on the Notes. Any interest
shortfalls will be carried forward, and will bear interest at
the Pass-Through Rate, to the extent legally permissible.
Merrill Lynch 18
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CERTIFICATE
PRINCIPAL: No distributions of principal on the Certificates will be
payable until all of the Notes have been paid in full. On each
Distribution Date commencing on the Distribution Date on which
the Notes are paid in full, principal on the Certificates will
be payable in an amount equal to the Class A-1:HE/HI Formula
Principal Distribution Amount for such Distribution Date (less,
on the Distribution Date on which the Notes are paid in full,
the portion thereof payable on the Notes), plus the Unpaid
Certificate Principal Shortfall, if any, from prior Distribution
Dates.
INTEREST RATE
CAP AGREEMENT: Class A-1 Noteholders will have the benefit of the Interest Rate
Cap Agreement between the Trust and Merrill Lynch Derivative
Products AG (the "Counterparty"), a Swiss share company
established under the laws of Switzerland. Pursuant to the
Interest Rate Cap Agreement, the Counterparty will make payments
(the "Interest Rate Cap Payments") to the Trust on each
Distribution Date to the extent that the Class A-1 Rate exceeds
10%, in an amount equal to the amount obtained by multiplying
the Class A-1 Principal Balance by the product of (i) the
maximum of (x) the excess of the Class A-1 Rate over 10% or (y)
0%, and (ii) the number of days in the monthly interest period
divided by 360.
SPREAD
ACCOUNT: Class A-2, A-3 and A-4 Noteholders will have the benefit of a
separate sub-account for each Class contained in the Spread
Account, for which on any Distribution Date if the Amount
Available in the Note Distribution Account (after making all
distributions on each Class of Notes with a prior numeric
designation) is insufficient to distribute all interest then
payable on the Class A-2, A-3 or A-4 Notes, the Indenture
Trustee will withdraw the amount of the deficiency from the
applicable sub-account (or the amount on deposit in the
applicable sub-account, if less) and deposit such amount in the
Note Distribution Account for distribution to the applicable
Class.
On the Closing Date, the amount on deposit in the Class A-2,
Class A-3 and Class A-4 sub-accounts will be zero. On each
Distribution Date, the Indenture Trustee will deposit all funds
remaining in the Collection Account, after distribution of all
interest and principal then payable on the Notes and all
interest then payable on the Certificates, first to the Class A-
2 sub-account, then to the Class A-3 sub-account, and then to
the Class A-4 sub-account,
Merrill Lynch 19
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
until the amount on deposit in such sub-accounts equals [$ ],
[$] and [$ ], respectively, subject to the Sale and Servicing
Agreement. The Spread Account is included in the Trust Property.
RESERVE
ACCOUNT: Noteholders will have the benefit of the Reserve Account to be
held by the Indenture Trustee. On any Distribution Date, if the
funds available in the Note Distribution Account (after making
all distributions on each Class of Notes with a prior numeric
designation) are insufficient to make full payment in respect of
interest or principal payable on a Class of Notes (after making
appropriate draws upon the Spread Account), the Indenture
Trustee will withdraw the amount of the deficiency from the
Reserve Account (or the amount on deposit in the Reserve
Account, if less) and deposit such amount in the Note
Distribution Account for distribution to the applicable Class.
On the Closing Date, the amount on deposit in the Reserve
Account will be zero. On each Distribution Date, the Indenture
Trustee will deposit all funds remaining in the Collection
Account, after distribution of all interest and principal then
payable on the Notes, all interest then payable on the
Certificates and all deposits in the Spread Account, until the
amount on deposit in the Reserve Account equals 1.5% of the
aggregate original Principal Balance of the Notes and
Certificates, subject to the Sale and Servicing Agreement.
LIMITED
GUARANTY: Certificateholders are entitled to receive on each Distribution
Date an amount equal to the Guaranty Payment, if any, under
Green Tree's Limited Guaranty. The "Guaranty Payment" for any
Distribution Date will equal the difference, if any, between the
Certificateholders' Distributable Amount and the remaining funds
available in the Collection Account after payment of all
interest and principal on the Notes and the deposit in any sub-
account of Spread Account or the Reserve Account of any amounts
previously withdrawn therefrom and not previously replenished.
The Certificateholders' Distributable Amount equals the unpaid
and accrued interest on the Certificates, plus on each
Distribution Date commencing on the Distribution Date on which
the Notes are paid in full, principal in an amount equal to the
Class A-1:HE/HI Formula Principal Distribution Amount for such
Distribution Date (less, on the Distribution
Merrill Lynch 20
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Date on which the Notes are paid in full, the portion thereof
payable on the Notes), plus any Unpaid Certificate Principal
Shortfall for such Distribution Date, and plus any unreimbursed
Certificate Principal Liquidation Loss.
COLLECTION
ACCOUNT;
PRIORITY OF
PAYMENTS: On each Distribution Date, the Servicer will instruct the
Indenture Trustee to withdraw funds on deposit in the Collection
Account and to apply such funds on such Distribution Date as
follows (in the priority indicated):(i) if Green Tree is not the
Servicer, the monthly servicing fee, together with any unpaid
servicing fees from prior Distribution Dates, (ii) reimbursement
of any advances made that were recovered during the prior
Monthly Period, (iii) the Noteholders' Interest Distributable
Amount, the Noteholders' Principal Distributable Amount and any
amounts previously withdrawn from any sub-account of the Spread
Account or the Reserve Account and not previously replenished,
(iv) the Certificateholders' Interest Distributable Amount and,
after the Notes have been paid in full, the Certificateholders'
Principal Distributable Amount, (v) amounts necessary to fully
fund the Class A-2, Class A-3 and Class A-4 sub-accounts of the
Spread Account, (vi) the amount necessary to fully fund the
Reserve Account and (vii) 99% of the amount remaining to Green
Tree as the monthly servicing and guaranty fee and 1% of the
amount remaining as a fee to the General Partner.
LOSSES ON
LIQUIDATED
CONTRACTS: If the Net Liquidation Proceeds from such Liquidated Contract
are less than the Scheduled Principal Balance of such Liquidated
Contract, the deficiency will, in effect, be absorbed first by
the monthly servicing and guaranty fee otherwise payable to
Green Tree and the fee payable to the General Partner, then by
the Certificateholders (although Green Tree will be obligated to
make a Guaranty Payment equal to any shortfall in the
distribution to the Certificateholders), and then by each Class
of Notes in inverse numeric order (although funds on deposit in
the Reserve Account will be available to pay any shortfall in
the distribution of interest and principal to any Class of
Notes).
Merrill Lynch 21
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
PRICING SPEED (1)
This transaction will be priced using the following "Base Case" prepayment
rates:
Horse Trailers, Sport Vehicles, Keyboard 20% CPR
Instruments, RVs:
Marine: 245% SPA
Motorcycles and Aircraft: 30% CPR
Trucks: 1.4% ABS
Home Improvement (unsecured): 25% CPR
Home Improvement (secured): 18% CPR
Home Equity: 18% CPR
(1)CPR (Constant Prepayment Rate) represents an assumed constant rate of
prepayment each month, expressed as a per annum percentage of the outstanding
principal balance of the Home Equity and Home Improvement Contracts and the
Contracts related to all Products other than marine products and trucks; SPA
(Standard Prepayment Assumption) represents an assumed rate of prepayment each
month of the outstanding principal balance of the Contracts related to marine
products; ABS (Absolute Prepayment Model) represents an assumed rate of
prepayment each month relative to the original number of Contracts related to
trucks.
Average Life Sensitivities
at the Respective Percentages of the Base Case Prepayment Model (1)
<TABLE>
<CAPTION>
To Call 80% 90% 100% 110% 120%
- ------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Class A-1:HE/HI Avg. Life 4.13 3.77 3.47 3.2 2.96
Pmt. Window 1-97 1-90 1-84 1-78 1-73
Class A1-A4 Avg. Life 2.43 2.29 2.15 2.03 1.92
Pmt. Window 1-91 1-85 1-80 1-75 1-70
Class B Avg. Life 8.08 7.50 7.00 6.50 6.08
Pmt. Window 97-97 90-90 84-84 78-78 73-73
TO MATURITY 80% 90% 100% 110% 120%
- ---------------- ------- ------- ------- ------- ------
Class A-1:HE/HI Avg. Life 4.30 3.94 3.63 3.35 3.1
Pmt. Window 1-125 1-116 1-109 1-102 1-96
Class B Avg. Life 13.11 12.38 11.70 11.06 10.47
Pmt. Window 125-318 116-318 109-318 102-318 96-318
</TABLE>
Merrill Lynch 22
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
(1) The following are the assumed characteristics of Subsequent Contracts as of
the Cutoff Date:
Aggregate
Principal
Balance Wgt. Avg.
Asset Type Outstanding Contract Rate
---------- ----------------- -------------
Aircraft $ 19,190,636.13 9.61
Horse Trailers $ 7,393,988.31 10.91
Keyboard Instruments $ 3,646,135.38 10.68
Marine Products $ 13,787,336.97 10.22
Motorcycles $ 17,769,271.58 12.66
Recreational Vehicles $ 35,435,229.46 9.60
Sport Vehicles $ 6,446,002.91 15.42
Trucks $ 53,565,197.84 10.68
--------------- -----
Total $157,233,798.58 10.69
=============== =====
Wgt. Avg. Wgt. Avg.
Asset Type Original Term Remaining Term
---------- ----------------- --------------
Aircraft 148 148
Horse Trailers 118 118
Keyboard Instruments 97 97
Marine Products 148 148
Motorcycles 66 66
Recreational Vehicles 162 162
Sport Vehicles 51 51
Trucks 54 54
--- ---
Total 103 103
=== ===
Merrill Lynch 23
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The attached tables and other statistical analyses (the "Term Sheet") are
privileged and confidential and are intended for use by the addressee only.
This Term Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and not by the issuer of the securities or
any of its affiliates. The issuer of these securities has not prepared or taken
part in the preparation of these materials. Neither Merrill Lynch, the issuer
of the securities nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be subsequently filed with the Securities and Exchange
Commission. They may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
Numerous assumptions were used in preparing the Term Sheet which may or may not
be stated therein. As such, no assurance can be given as to the accuracy,
appropriateness or completeness of the Term Sheet in any particular context; or
as to whether the Term Sheet and/or the assumptions upon which it is based
reflect present market conditions or future market performance. This Term Sheet
should not be construed as either projections or predictions or as legal, tax,
financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based on
prepayment assumptions and actual prepayment experience may dramatically affect
such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitations or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for final
information on any matter discussed in this communication. All information in
this Term Sheet will be superseded by the information in the final prospectus
and prospectus supplement.
Merrill Lynch 24
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
A final prospectus and prospectus supplement may be obtained by contacting the
Merrill Lynch Trading Desk at (212) 449-3659.
Please be advised that asset-backed securities may not be appropriate for all
investors. Potential investors must be willing to assume, among other things,
market price volatility, prepayments, yield curve and interest rate risk.
Investors should fully consider the risk of an investment in these securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
Merrill Lynch 25
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
